Audiovox 2012 Annual Report Download - page 233

(b) Grant of Security Interest. The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting
Lender, hereby grant to the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Lenders and the
Lenders (including the Swingline Lender), and agrees to maintain, a first priority security interest in all such Cash Collateral as
security for the Defaulting Lenders' obligations to which such Cash Collateral may be applied pursuant to clause (c) below. If at
any time the Administrative Agent, Issuing Lender or Swingline Lender determines that Cash Collateral is subject to any right
or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral
is less than the applicable Fronting Exposure, the Borrowers will, promptly upon demand by the Administrative Agent, Issuing
Lender or Swingline Lender pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).
(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under
any of this Section or Section 2.21 in respect of Letters of Credit or Swingline Loans, shall be held and applied to the satisfaction
of the specific LOC Obligations, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral
provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral
was so provided, prior to any other application of such property as may be provided for herein.
(d) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting
Exposure or other obligations shall no longer be required to be held as Cash Collateral pursuant to this Section 2.20 following (i)
the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of
Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent, the Issuing Lender and
the Swingline Lender that there exists excess Cash Collateral (which determination shall not be unreasonably withheld or
delayed); provided that, Subject to Section 2.21, the Person providing Cash Collateral and the Issuing Lender and Swingline
Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.
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(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any
Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent
permitted by applicable law:
(i) Waivers and Amendments. Such Defaulting Lender's right to approve or disapprove any amendment,
waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders
and Section 9.1.
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