Audiovox 2012 Annual Report Download - page 313

(i) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the
Administrative Agent by the German Security Documents and this Agreement together which such powers and discretions as
are reasonably incidental thereto;
(ii) to take such action on its behalf as may, from time to time, be authorized under or in accordance with the German
Security Documents and this Agreement; and
(iii) to execute for and on its behalf any and all German Security Documents which create non-accessory ( 
) Collateral.


 
In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product and
to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions
of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the
Bank Product Provider as follows: (x) each Domestic Guarantor hereby unconditionally and irrevocably jointly and severally guarantees
as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or
otherwise, of any and all Credit Party Obligations and (y) each Foreign Guarantor hereby unconditionally and irrevocably jointly and
severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by
acceleration or otherwise, of any and all Foreign Obligations. If any or all of the indebtedness becomes due and payable hereunder or
under any Bank Product, each Domestic Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the
Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which may be
incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. If any or all of the indebtedness of
the Foreign Credit Parties becomes due and payable hereunder or under any Bank Product, each Foreign Guarantor unconditionally
promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on
demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting
any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The
word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and
liabilities of the Borrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other
Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or
involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from
time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrowers may be liable individually or jointly
with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and
whether or not such indebtedness may be or hereafter become otherwise unenforceable.
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