Audiovox 2012 Annual Report Download - page 315

 
The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrowers, and a
separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other
Guarantor or the Borrowers and whether or not any other Guarantor or the Borrowers are joined in any such action or actions.
 
Subject to Section 10.1, each of the Guarantors authorizes the Administrative Agent, each Lender and each Bank Product
Providerwithout notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or
impairing its liability hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time
for payment of, or otherwise change the terms of the Credit Party Obligations or any part thereof in accordance with this Agreement and
any Bank Product, as applicable, including any increase or decrease of the rate of interest thereon, (b) take and hold security from any
Guarantor or any other party for the payment of this Guaranty or the Credit Party Obligations and exchange, enforce waive and release
any such security, (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in
their discretion may determine, (d) release or substitute any one or more endorsers, Guarantors, the Borrowers or other obligors and
(e) to the extent otherwise permitted herein, release or substitute any Collateral.
 
It is not necessary for the Administrative Agent, the Lenders or any Bank Product Provider to inquire into the capacity or powers
of the Borrowers or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Credit Party
Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.
 
(a) Each of the Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to
require the Administrative Agent, any Lender or any Bank Product Provider to (i) proceed against the Borrowers, any other
guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrowers, any other guarantor or any
other party, or (iii) pursue any other remedy in the Administrative Agent's, any Lender's or any Bank Product Provider's
whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of the Borrowers, any other
guarantor or any other party other than payment in full of the Credit Party Obligations (other than contingent indemnification
obligations), including, without limitation, any defense based on or arising out of the disability of the Borrowers, any other
guarantor or any other party, or the unenforceability of the Credit Party Obligations or any part thereof from any cause, or the
cessation from any cause of the liability of the Borrowers other than payment in full of the Credit Party Obligations. The
Administrative Agent may, at its election, foreclose on any security held by the Administrative Agent or a Lender by one or
more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such
sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent or any Lender may have
against the Borrowers or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Credit Party
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