Audiovox 2011 Annual Report Download - page 326

or enhanced by possession, the applicable Grantor, promptly (and in any event within three (3) Business Days) after request by Agent, shall execute
such other documents and instruments as shall be requested by Agent or, if applicable, endorse and deliver physical possession of such Negotiable
Collateral, Investment Related Property, or Chattel Paper to Agent, together with such undated powers (or other relevant document of transfer
acceptable to Agent) endorsed in blank as shall be reasonably requested by Agent, and shall do such other acts or things reasonably deemed necessary
or desirable by Agent to protect Agent's Security Interest therein;
(b) Chattel Paper.
i. Promptly (and in any event within five (5) Business Days) after request by Agent, each Grantor shall take all steps
reasonably necessary to grant Agent control of all electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is
defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National
Commerce Act as in effect in any relevant jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or
exceeds $500,000;
ii. If any Grantor retains possession of any Chattel Paper or instruments (which retention of possession shall be subject to
the extent permitted hereby and by the Credit Agreement), promptly upon the request of Agent, such Chattel Paper and instruments shall be marked
with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of Wells Fargo Capital
Finance, LLC, as Agent for the benefit of the Lender Group and the Bank Product Providers”;
(c) Control Agreements.
i. Except to the extent otherwise excused by the Credit Agreement, each Grantor shall obtain an authenticated Control
Agreement (which may include a Controlled Account Agreement), from each bank maintaining a Deposit Account for such Grantor;
ii. Except to the extent otherwise excused by the Credit Agreement, each Grantor shall obtain an authenticated Control
Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets
or commodities to or for any Grantor;
iii. Except to the extent otherwise excused by the Credit Agreement, each Grantor shall obtain an authenticated Control
Agreement with respect to all of such Grantor's investment property;
(d) Letter-of-Credit Rights. If the Grantors (or any of them) are or become the beneficiary of letters of credit having a face amount
or value of $500,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any event within five (5) Business Days
after becoming a beneficiary), notify Agent thereof and, promptly (and in any event within three (3) Business Days) after request by Agent, enter into
a tri-party agreement with Agent and the issuer or confirming bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Agent
and directing all payments thereunder to Agent's Account, all in form and substance reasonably satisfactory to Agent;
(e) Commercial Tort Claims. If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted
claim, in the amount of $500,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall promptly (and
in any event within five (5) Business Days of obtaining such Commercial Tort Claim), notify Agent upon incurring or otherwise obtaining such
Commercial Tort Claims and, promptly (and in any event within three (3) Business Days) after request by Agent, amend Schedule 1 to describe such
Commercial Tort Claims in a manner that reasonably identifies such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent,
and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort
Claims, and agrees to do such other acts or things reasonably deemed necessary or desirable by Agent to give Agent a first priority, perfected security
interest in any such Commercial Tort Claim;
(f) Government Contracts. Other than Accounts and Chattel Paper the aggregate value of which does not at any one time exceed
$500,000, if any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department, agency, or
instrumentality thereof, Grantors shall promptly (and in any event within five (5) Business Days of the creation thereof) notify Agent thereof and,
promptly (and in any event within three (3) Business Days) after request by Agent, execute any instruments or take any steps reasonably
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