Audiovox 2012 Annual Report Download - page 301

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.
 ‑
(a) If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Lender, the Swingline
Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing
Lender, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrowers or any other Credit
Party against any and all of the obligations of the Borrowers or such Credit Party now or hereafter existing under this
Agreement or any other Credit Document to such Lender, the Swingline Lender or the Issuing Lender, irrespective of whether
or not such Lender, the Swingline Lender or the Issuing Lender shall have made any demand under this Agreement or any
other Credit Document and although such obligations of the Borrowers or such Credit Party may be contingent or unmatured or
are owed to a branch, office or affiliate of such Lender, the Swingline Lender or the Issuing Lender different from the branch,
office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender
shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for
further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such
Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing
Lender, the Swingline Lender and the other Lenders, and (ii) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the Credit Party Obligations owing to such Defaulting Lender as
to which it exercised such right of setoff. The rights of each Lender, the Swingline Lender, the Issuing Lender and their
respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such
Lender, the Swingline Lender, the Issuing Lender or their respective Affiliates may have. Each Lender, the Swingline Lender
and the Issuing Lender agrees to notify the Company and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
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