Audiovox 2012 Annual Report Download - page 282

be due and payable forthwith and direct the Borrowers to pay to the Administrative Agent cash collateral as security for the LOC
Obligations for subsequent drawings under then outstanding Letters of Credit an amount equal to 105% of the maximum amount of
which may be drawn under Letters of Credit then outstanding, whereupon the same shall immediately become due and payable; and/or
(iii) with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required
Lenders, the Administrative Agent shall, exercise such other rights and remedies as provided under the Credit Documents and under
applicable law.


 
Each of the Lenders, the Swingline Lender and the Issuing Lender hereby irrevocably appoints Wells Fargo to act on its behalf
as the successor Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Lenders, the Swingline Lender and the Issuing Lender, and neither the Borrowers nor any other Credit Party
shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein
or in any other Credit Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a
matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
 
Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers or other agents listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its
capacity, as applicable, as the Administrative Agent, a Lender, the Swingline Lender or the Issuing Lender hereunder. Without limiting
the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in
deciding to enter into this Agreement or in taking or not taking action hereunder.
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