Audiovox 2012 Annual Report Download - page 294

(d) Platform.
(i) Each Credit Party agrees that the Administrative Agent may make the Communications (as defined below)
available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission
system (the “Platform”).
(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the
adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications effected thereby
(the “Communications”). No warranty of any kind, express, implied or statutory, including, without limitation, any
warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from
viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In
no event shall the Administrative Agent or any of its affiliates or any of their respective officers, directors, employees,
agents, advisors or representatives (collectively, “Agent Parties”) have any liability to the Credit Parties, any Lender or
any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or
consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Credit Party's or
the Administrative Agent's transmission of communications through the Platform.
 
No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.
 
All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or
in connection herewith shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans; provided
that all such representations and warranties shall terminate on the date upon which the Commitments have been terminated and all
Credit Party Obligations have been paid in full.
 
(a) Costs and Expenses. The Credit Parties shall pay (i) all reasonable out ‑of‑pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the
Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the
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