Audiovox 2012 Annual Report Download - page 281

(i) Change of Control. There shall occur a Change of Control; or
(j) Invalidity of Guaranty. At any time after the execution and delivery thereof, the Guaranty, for any reason other
than the satisfaction in full of all Credit Party Obligations, shall cease to be in full force and effect (other than in accordance
with its terms) or shall be declared to be null and void, or any Credit Party shall contest the validity, enforceability, perfection or
priority of the Guaranty, any Credit Document, or any Lien granted thereunder in writing or deny in writing that it has any
further liability, including with respect to future advances by the Lenders, under any Credit Document to which it is a party; or
(k) Invalidity of Credit Documents. Any Credit Document shall fail to be in full force and effect or to give the
Administrative Agent and/or the Lenders the security interests, liens, rights, powers, priority and privileges purported to be
created thereby (except as such documents may be terminated or no longer in force and effect in accordance with the terms
thereof, other than those indemnities and provisions which by their terms shall survive) or any Lien shall fail to be a first
priority, perfected Lien (subject to Permitted Liens) on a material portion of the Collateral; or
(l) Subordinated Debt. (i) The subordination provisions contained in any Subordinated Debt shall cease to be in full
force and effect or shall cease to give the Lenders the rights, powers and privileges purported to be created thereby or (ii) the
Credit Party Obligations shall cease to be classified as “Senior Indebtedness,” “Designated Senior Indebtedness” or any similar
designation under any Subordinated Debt instrument.
If a Default shall have occurred under the Credit Documents, then such Default will continue to exist until it either is cured (to
the extent specifically permitted) in accordance with the Credit Documents or is otherwise expressly waived by Administrative Agent
(with the approval of requisite Lenders (in their sole and absolute discretion) as determined in accordance with Section 9.1); and once an
Event of Default occurs under the Credit Documents, then such Event of Default will continue to exist until it is expressly waived by
the requisite Lenders or by the Administrative Agent with the approval of the requisite Lenders, as required hereunder in Section 9.1.
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Upon the occurrence and during the continuance of an Event of Default, then, and in any such event, (a) if such event is a
Bankruptcy Event, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all
other amounts under the Credit Documents (including, without limitation, the maximum amount of all contingent liabilities under
Letters of Credit) shall immediately become due and payable, and (b) if such event is any other Event of Default, any or all of the
following actions may be taken: (i) with the written consent of the Required Lenders, the Administrative Agent may, or upon the
written request of the Required Lenders, the Administrative Agent shall, declare the Commitments to be terminated forthwith,
whereupon the Commitments shall immediately terminate; (ii) the Administrative Agent may, or upon the written request of the
Required Lenders, the Administrative Agent shall, declare the Loans (with accrued interest thereon) and all other amounts owing under
this Agreement and the Notes to
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