Audiovox 2012 Annual Report Download - page 308

 
Each of the Borrowers and the Guarantors hereby appoints the Company to act as its agent for all purposes under this
Agreement and agrees that (a) the Company may execute such documents on behalf of such Borrower and Guarantor as the Company
deems appropriate in its sole discretion and each Borrower and Guarantor shall be obligated by all of the terms of any such document
executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or the Lender to the Company shall be
deemed delivered to each Borrower and Guarantor and (c) the Administrative Agent or the Lenders may accept, and be permitted to rely
on, any document, instrument or agreement executed by the Company on behalf of each Borrower and Guarantor.
  
In connection with all aspects of each Transaction, each of the Credit Parties acknowledges and agrees, and acknowledges its
Affiliates' understanding, that: (a) the credit facility provided for hereunder and any related arranging or other services in connection
therewith (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an
arm's-length commercial transaction between the Credit Parties and their Affiliates, on the one hand, and the Administrative Agent and
WFS, on the other hand, and the Credit Parties are capable of evaluating and understanding and understands and accepts the terms, risks
and conditions of the Transactions and by the other Credit Documents (including any amendment, waiver or other modification hereof
or thereof); (b) in connection with the process leading to such transaction, the Administrative Agent and WFS each is and has been acting
solely as a principal and is not the financial advisor, agent or fiduciary, for any Credit Party or any of their Affiliates, stockholders,
creditors or employees or any other Person; (c) neither the Administrative Agent nor WFS has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of any Credit Party with respect to any of the Transactions or the process leading thereto,
including with respect to any amendment, waiver or other modification hereof or of any other Credit Document (irrespective of
whether the Administrative Agent or WFS has advised or is currently advising any Credit Party or any of their Affiliates on other
matters) and neither the Administrative Agent nor WFS has any obligation to any Credit Party or any of their Affiliates with respect to
the Transactions except those obligations expressly set forth herein and in the other Credit Documents; (d) the Administrative Agent
and WFS and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of
the Credit Parties and their Affiliates, and neither the Administrative Agent nor WFS has any obligation to disclose any of such interests
by virtue of any advisory, agency or fiduciary relationship; and (e) the Administrative Agent and WFS have not provided and will not
provide any legal, accounting, regulatory or tax advice with respect to any of the Transactions (including any amendment, waiver or
other modification hereof or of any other Credit Document) and the Credit Parties have consulted their own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate. Each of the Credit Parties hereby waives and releases, to the fullest
extent permitted by law, any claims that it may have against the Administrative Agent or WFS with respect to any breach or alleged
breach of agency or fiduciary duty.
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