Audiovox 2012 Annual Report Download - page 303

(b) Electronic Execution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in
any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-
based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or
any other similar state laws based on the Uniform Electronic Transactions Act.
 
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
This Agreement and the other Credit Documents represent the agreement of the Borrowers, the other Credit Parties, the
Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent, the Borrowers, the other Credit Parties or any Lender relative to the subject
matter hereof not expressly set forth or referred to herein or therein.
 
This Agreement and the other Credit Documents any claims, controversy or dispute arising out of or relating to this Agreement
or any other Credit Document (except, as to any other Credit Document, as expressly set forth therein) shall be governed by, and
construed in accordance with, the laws of the State of New York.
 
(a) Consent to Jurisdiction. The Borrowers and each other Credit Party irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the courts of the State of New Yorkand any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement or any other Credit Document, or for recognition
or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in such New York sitting State court or, to the fullest extent
permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that the Administrative
Agent, any Lender, the Swingline Lender or the Issuing Lender may otherwise have to bring any action or proceeding relating to
this Agreement or any other Credit Document against the Borrowers or any other Credit Party or their properties in the courts
of any jurisdiction.
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