Audiovox 2011 Annual Report Download - page 324

or a written notice provided to Agent pursuant to Section 6.5 of the Credit Agreement.
(b) Schedule 7 sets forth all Real Property owned by any of the Grantors as of the Closing Date.
(c) As of the Closing Date: (i) Schedule 2 provides a complete and correct list of all registered Copyrights owned by any Grantor, all
applications for registration of Copyrights owned by any Grantor, and all other Copyrights owned by any Grantor and material to the conduct of the
business of any Grantor; (ii) Schedule 3 provides a complete and correct list of all Intellectual Property Licenses entered into by any Grantor pursuant
to which (A) any Grantor has provided any license or other rights in Intellectual Property owned or controlled by such Grantor to any other Person
other than non-exclusive software licenses granted in the ordinary course of business or (B) any Person has granted to any Grantor any license or
other rights in Intellectual Property owned or controlled by such Person that is material to the business of such Grantor, including any Intellectual
Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by such Grantor; (iii) Schedule 4
provides a complete and correct list of all Patents owned by any Grantor and all applications for Patents owned by any Grantor; and (iv) Schedule 5
provides a complete and correct list of all registered Trademarks owned by any Grantor, all applications for registration of Trademarks owned by any
Grantor, and all other Trademarks owned by any Grantor and material to the conduct of the business of any Grantor.
(d) (i) (A) each Grantor, to its knowledge, owns exclusively or holds licenses in all Intellectual Property that is necessary to the
conduct of its business, and (B) all contractors of each Grantor who were involved in the creation or development of any Intellectual Property for
such Grantor that is necessary to the business of such Grantor have signed agreements containing assignment of Intellectual Property rights to such
Grantor and obligations of confidentiality;
(ii) to each Grantor's knowledge after reasonable inquiry, no Person has infringed or misappropriated or is currently
infringing or misappropriating any Intellectual Property rights owned by such Grantor, in each case, that either individually or in the aggregate could
reasonably be expected to result in a Material Adverse Change;
(iii) (A) to each Grantor's knowledge after reasonable inquiry, (1) such Grantor is not currently infringing or
misappropriating any Intellectual Property rights of any Person, and (2) no product manufactured, used, distributed, licensed, or sold by or service
provided by such Grantor is currently infringing or misappropriating any Intellectual Property rights of any Person, in each case, except where such
infringement either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Change, and (A) there are no
pending, or to any Grantor's knowledge after reasonable inquiry, threatened, infringement or misappropriation claims or proceedings pending against
any Grantor, and no Grantor has received any notice or other communication of any actual or alleged infringement or misappropriation of any
Intellectual Property rights of any Person, in each case, except where such infringement either individually or in the aggregate could not reasonably be
expected to result in a Material Adverse Change;
(iv) to each Grantor's knowledge after reasonable inquiry, (A) all registered Copyrights, registered Trademarks, and issued
Patents that are owned by such Grantor and necessary in to the conduct of its business are valid, subsisting and enforceable and in compliance with all
legal requirements, filings, and payments and other actions that are required to maintain such Intellectual Property in full force and effect; and
(v) each Grantor has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in
all trade secrets owned by such Grantor that are necessary in the business of such Grantor;
(e) This Agreement creates a valid security interest in the Collateral of each Grantor, to the extent a security interest therein can be
created under the Code, securing the payment of the Secured Obligations. Except to the extent a security interest in the Collateral cannot be perfected
by the filing of a financing statement under the Code, all filings and other actions necessary or desirable to perfect and protect such security interest
have been duly taken or will have been taken upon the filing of financing statements listing each applicable Grantor, as a debtor, and Agent, as secured
party, in the jurisdictions listed next to such Grantor's name on Schedule 8. Upon the making of such filings, Agent shall have a first priority
perfected security interest in the Collateral of each Grantor to the extent such security interest can be perfected by the filing of a financing statement.
Upon filing of the Copyright Security Agreement with the United States Copyright Office, filing of the Patent Security Agreement and the
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