Audiovox 2011 Annual Report Download - page 319

(i) “Books” means books and records (including each Grantor's Records indicating, summarizing, or evidencing such Grantor's
assets (including the Collateral) or liabilities, each Grantor's Records relating to such Grantor's business operations or financial condition, and each
Grantor's goods or General Intangibles related to such information).
(j) “Borrowers” has the meaning specified therefor in the recitals to this Agreement.
(k) “Cash Dominion Event” has the meaning specified therefor in the Credit Agreement.
(l) “Cash Equivalents” has the meaning specified therefor in the Credit Agreement.
(m) “Chattel Paper” means chattel paper (as that term is defined in the Code), and includes tangible chattel paper and electronic
chattel paper.
(n) “Code” means the New York Uniform Commercial Code, as in effect from time to time; provided, however, that in the event
that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect to Agent's Lien on any
Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Code”
shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to
such attachment, perfection, priority, or remedies.
(o) “Collateral” has the meaning specified therefor in Section 2.
(p) “Collections” has the meaning specified therefor in the Credit Agreement.
(q) “Commercial Tort Claims” means commercial tort claims (as that term is defined in the Code), and includes those commercial
tort claims listed on Schedule 1.
(r) “Controlled Account” has the meaning specified therefor in Section 6(k).
(s) “Controlled Account Agreements ” means those certain cash management agreements, in form and substance reasonably
satisfactory to Agent, each of which is executed and delivered by a Grantor, Agent, and one of the Controlled Account Banks.
(t) “Controlled Account Bank” has the meaning specified therefor in Section 6(k).
(u) “Copyrights” means any and all rights in any works of authorship, including (i) copyrights and moral rights, (ii) copyright
registrations and recordings thereof and all applications in connection therewith including those listed on Schedule 2, (iii) income, license fees,
royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into
in connection therewith and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past, present, and future
infringements thereof, and (v) all of each Grantor's rights corresponding thereto throughout the world.
(v) “Copyright Security Agreement” means each Copyright Security Agreement executed and delivered by Grantors, or any of them,
and Agent, in substantially the form of Exhibit A.
(w) “Credit Agreement” has the meaning specified therefor in the recitals to this Agreement.
(x) “Deposit Account” means a deposit account (as that term is defined in the Code).
(y) “Equipment” means equipment (as that term is defined in the Code).
(z) “Event of Default” has the meaning specified therefor in the Credit Agreement.
(aa) “Fixtures” means fixtures (as that term is defined in the Code).
(ab) “General Intangibles” means general intangibles (as that term is defined in the Code), and includes payment intangibles, contract
rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill, Intellectual Property,
Intellectual Property Licenses, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other
rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, pension plan refunds, pension plan
refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not
constitute a security under Article 8 of the Code, and any other personal
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