Audiovox 2011 Annual Report Download - page 330

comply with any instructions originated by Agent directing the disposition of the funds in such Controlled Account without further consent by the
applicable Grantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or recoupment or any other
claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of
such Controlled Account and for returned checks or other items of payment, and (C) upon the instruction of Agent (an “ Activation Instruction”), the
Controlled Account Bank will forward by daily sweep all available amounts in the applicable Controlled Account to the Agent's Account. Agent agrees
not to issue an Activation Instruction with respect to the Controlled Accounts unless a Cash Dominion Event has occurred and is continuing at the
time such Activation Instruction is issued. Agent agrees to promptly rescind an Activation Instruction (the “ Rescission”) if: (1) the Cash Dominion
Event upon which such Activation Instruction was issued has been waived in writing in accordance with the terms of the Credit Agreement or no
longer exists in accordance with the terms of the definition of Cash Dominion Event, and (2) no additional Cash Dominion Event has occurred and is
continuing prior to the date of the Rescission.
iii. So long as no Default or Event of Default has occurred and is continuing, Borrowers may amend Schedule 6(k) to add
or replace a Controlled Account Bank or Controlled Account; provided, however, that (A) such prospective Controlled Account Bank shall be
reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled Account, the applicable Grantor and such prospective
Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled
Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any
event within forty-five (45) days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of
the Controlled Account Bank with respect to Controlled Account Accounts or Agent's liability under any Controlled Account Agreement with such
Controlled Account Bank is no longer acceptable in Agent's reasonable judgment.
7. Relation to Other Security Documents . The provisions of this Agreement shall be read and construed with the other Loan
Documents referred to below in the manner so indicated.
(a) Credit Agreement. In the event of any conflict between any provision in this Agreement and a provision in the Credit Agreement,
such provision of the Credit Agreement shall control.
(b) Patent, Trademark, Copyright Security Agreements . The provisions of the Copyright Security Agreements, Trademark Security
Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security
Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder. In the
event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or
Patent Security Agreement, such provision of this Agreement shall control.
8. Further Assurances.
(a) Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all further
instruments and documents, and take all further action, that Agent may reasonably request, in order to perfect and protect the Security Interest granted
hereby, to create, perfect or protect the Security Interest purported to be granted hereby or to enable Agent to exercise and enforce its rights and
remedies hereunder with respect to any of the Collateral.
(b) Each Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, and such Grantor
will execute and deliver to Agent such other instruments or notices, as Agent may reasonably request, in order to perfect and preserve the Security
Interest granted or purported to be granted hereby.
(c) Each Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing
statements and amendments (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii)
describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of
the Code for the sufficiency or filing office acceptance. Each Grantor also hereby ratifies any and all financing statements or amendments previously
filed by Agent in any jurisdiction.
(d) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment
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