Audiovox 2011 Annual Report Download - page 320

property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable
Collateral, and oil, gas, or other minerals before extraction.
(ac) “Grantor” and “Grantors” have the respective meanings specified therefor in the preamble to this Agreement.
(ad) “Guaranty” has the meaning specified therefor in the Credit Agreement.
(ae) “Insolvency Proceeding” has the meaning specified therefor in the Credit Agreement.
(af) “Intellectual Property” means any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not
patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints,
drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of
technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.
(ag) “Intellectual Property Licenses” means, with respect to any Person (the “Specified Party”), (i) any licenses or other similar
rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (ii) any licenses or other
similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case,
including (A) any software license agreements (other than license agreements for commercially available off-the-shelf software that is generally
available to the public which have been licensed to a Grantor pursuant to end-user licenses), (B) the license agreements listed on Schedule 3, and (C)
the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of the Lender Group's rights
under the Loan Documents.
(ah) “Inventory” means inventory (as that term is defined in the Code).
(ai) “Investment Related Property” means (i) any and all investment property (as that term is defined in the Code), and (ii) any and all
of the following (regardless of whether classified as investment property under the Code): all Pledged Interests, Pledged Operating Agreements, and
Pledged Partnership Agreements.
(aj) “Joinder” means each Joinder to this Agreement executed and delivered by Agent and each of the other parties listed on the
signature pages thereto, in substantially the form of Annex 1.
(ak) “Lender Group” has the meaning specified therefor in the Credit Agreement.
(al) “Lender” and “Lenders” have the respective meanings specified therefor in the recitals to this Agreement.
(am) “Loan Document” has the meaning specified therefor in the Credit Agreement.
(an) “Negotiable Collateral” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and documents (as
each such term is defined in the Code).
(ao) “Obligations” has the meaning specified therefor in the Credit Agreement.
(ap) “Parent” has the meaning specified therefor in the recitals to this Agreement.
(aq) “Patents” means patents and patent applications, including (i) the patents and patent applications listed on Schedule 4, (ii) all
continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (iii) all income,
royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into
in connection therewith and damages and payments for past, present, or future infringements thereof, (iv) the right to sue for past, present, and future
infringements thereof, and (v) all of each Grantor's rights corresponding thereto throughout the world.
(ar) “Patent Security Agreement” means each Patent Security Agreement executed and delivered by Grantors, or any of them, and
Agent, in substantially the form of Exhibit B.
(as) “Permitted Liens” has the meaning specified therefor in the Credit Agreement.
(at) “Person” has the meaning specified therefor in the Credit Agreement.
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