Audiovox 2011 Annual Report Download - page 329

request of Agent, all sums of money and property paid or distributed in respect of the Investment Related Property that are received by any Grantor
shall be held by the Grantors in trust for the benefit of Agent segregated from such Grantor's other property, and such Grantor shall deliver it
forthwith to Agent in the exact form received;
iii. Each Grantor shall promptly deliver to Agent a copy of each material notice or other material communication received by
it in respect of any Pledged Interests;
iv. No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged
Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any restriction with respect
to any Pledged Interests if the same is prohibited pursuant to the Loan Documents;
v. Each Grantor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings
under federal, state, local, or foreign law to effect the perfection of the Security Interest on the Investment Related Property or to effect any sale or
transfer thereof;
vi. As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged
Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt
in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and
will not be held by such Grantor in a securities account. In addition, none of the Pledged Operating Agreements, the Pledged Partnership Agreements,
or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement,
provide or shall provide that such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant
jurisdiction.
(i) Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property with a
fair market value in excess of $2,500,000, it will promptly (and in any event within five (5) Business Days of acquisition) notify Agent of the
acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority
Mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in
form and substance reasonably satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion,
including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs,
intangible taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith. Each Grantor
acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of
its attachment or affixation to real property;
(j) Transfers and Other Liens. Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant
any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon
or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to
constitute Agent's consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan
Documents; and
(k) Controlled Accounts.
i. Each Grantor shall (A) establish (within ninety (90) days after the Closing Date with respect to Wells Fargo Bank) and
maintain cash management services of a type and on terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 6(k)
(each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of its and its Subsidiaries' Account Debtors forward payment
of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later
than the second Business Day after the date of receipt thereof, all of their Collections (including those sent directly by their Account Debtors to a
Grantor) into a bank account of such Grantor (each, a “ Controlled Account”) at one of the Controlled Account Banks.
ii. Each Grantor shall establish and maintain Controlled Account Agreements with Agent and the applicable Controlled
Account Bank, in form and substance reasonably acceptable to Agent. Each such Controlled Account Agreement shall provide, among other things,
that (A) the Controlled Account Bank will
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