Audiovox 2011 Annual Report Download - page 351

ANNEX 1 TO SECURITY AGREEMENT
FORM OF JOINDER
Joinder No. ____ (this “Joinder”), dated as of _______________, to the Security Agreement, dated as of ___________ __, 20__ (as
amended, restated, supplemented, or otherwise modified from time to time, the “ Security Agreement”), by and among each of the parties listed on the
signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “ Grantors” and each,
individually, a “Grantor”) and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as
agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “ Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, dated __________, 2011 (as amended, restated, supplemented, or otherwise modified
from time to time, the “Credit Agreement”), by and among Audiovox Corporation, a Delaware corporation (“ Parent”), Audiovox Accessories Corp.,
a Delaware corporation (“ACC”), Audiovox Electronics Corporation, a Delaware corporation (“ AEC”), Audiovox Consumer Electronics, Inc., a
Delaware corporation (“ACEI”), American Radio Corp., a Delaware corporation (“ ARC”), Code Systems, Inc., a Delaware corporation (“ CSI”),
Invision Automotive Systems, Inc., a Delaware corporation (“ IAS”), Batteries.com, LLC, an Indiana limited liability company (“ Batteries”) and
Klipsch Group, Inc. (“Klipsch” and together with each of ACC, AEC, ACEI, ARC, CSI, IAS and Batteries, each, individually, a “ Borrower” and,
collectively, “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such
capacity, each, individually, a “Lender” and, collectively, the “Lenders”) and Agent, the Lender Group has agreed to make certain financial
accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and
WHEREAS, initially capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Security Agreement or, if not defined therein, in the Credit Agreement; and
WHEREAS, Grantors have entered into the Security Agreement in order to induce the Lender Group to make certain financial
accommodations to Borrower; and
WHEREAS, pursuant to Section 5.11 of the Credit Agreement and Section 24 of the Security Agreement, certain Subsidiaries of the Loan
Parties, must execute and deliver certain Loan Documents, including the Security Agreement, and the joinder to the Security Agreement by the
undersigned new Grantor or Grantors (collectively, the “ New Grantors”) may be accomplished by the execution of this Joinder in favor of Agent, for
the benefit of the Lender Group and the Bank Product Providers; and
WHEREAS, each New Grantor (a) is [an Affiliate] [a Subsidiary] of [Parent] [Borrowers] and, as such, will benefit by virtue of the
financial accommodations extended to Borrowers by the Lender Group and (b) by becoming a Loan Party will benefit from certain rights granted to
the Loan Parties pursuant to the terms of the Loan Documents;
NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each New Grantor hereby agrees as follows:
1. In accordance with Section 24 of the Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under
the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of
the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations
and warranties made by it as a “Grantor” thereunder are true and correct in all material respects (except that such materiality qualifier shall not be
applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof. In
furtherance of the foregoing, each New Grantor does hereby unconditionally grant, assign, and pledge to Agent, for the benefit of the Lender Group
and the Bank Product Providers, to secure the Secured Obligations, a continuing security interest in and to all of such New Grantor's right, title and
interest in and to the Collateral. Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”, Schedule 3, “Intellectual Property Licenses”,
Schedule 4, “Patents”, Schedule 5, “Trademarks”, Schedule 6, “Pledged Companies”, Schedule 6(k), “Controlled Account Banks”, Schedule 7,
“Owned Real
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