Audiovox 2011 Annual Report Download - page 327

required by Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the
Lender Group and the Bank Product Providers, and shall provide written notice thereof under the Assignment of Claims Act or other applicable law;
(g) Intellectual Property.
i. Upon the request of Agent, in order to facilitate filings with the United States Patent and Trademark Office and the United
States Copyright Office, each Grantor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security
Agreements, or Patent Security Agreements to further evidence Agent's Lien on such Grantor's Patents, Trademarks, or Copyrights, and the General
Intangibles of such Grantor relating thereto or represented thereby;
ii. Each Grantor shall have the duty, with respect to Intellectual Property that is necessary in the conduct of such Grantor's
business, to protect and diligently enforce and defend at such Grantor's expense its Intellectual Property, including (A) with respect to Trademarks
and Copyrights (and Patents, to the extent commercially reasonable to do so) to diligently enforce and defend, including promptly suing for
infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for
opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark
application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement,
unless the Patent and Trademark Office has issued a final refusal to register the Trademark which is the subject of such trademark application or
service mark application, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the
termination of this Agreement, unless the Patent and Trademark Office has issued a final refusal to issue the Patent which is the subject of such patent
application, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor's Trademarks, Patents, Copyrights,
Intellectual Property Licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use,
and affidavits of noncontestability, provided, that, a Grantor may abandon, cancel, not renew or otherwise not maintain a Trademark so long as (1)
such Trademark is no longer used or useful in the business of such Grantor or any other Loan Party, (2) such Trademark has not been used in the
business of such Grantor or any other Loan Party for a period of three (3) consecutive months, (3) such Trademark is not otherwise material to the
business of such Grantor or any other Loan Party, and (4) no Default or Event of Default shall have occurred as of such time, and (E) to require all
consultants, and contractors of each Grantor who were involved in the creation or development of such Intellectual Property to sign agreements
containing assignment of Intellectual Property rights and obligations of confidentiality. Each Grantor further agrees not to abandon any Intellectual
Property or Intellectual Property License that is necessary in the conduct of such Grantor's business. Each Grantor hereby agrees to take the steps
described in this Section 6(g)(ii) with respect to all new or acquired Intellectual Property to which it is now or later becomes entitled that is necessary
in the conduct of such Grantor's business;
iii. Grantors acknowledge and agree that the Lender Group shall have no duties with respect to any Intellectual Property or
Intellectual Property Licenses of any Grantor. Without limiting the generality of this Section 6(g)(iii), Grantors acknowledge and agree that no
member of the Lender Group shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual
Property or Intellectual Property Licenses against any other Person, but any member of the Lender Group may do so at its option from and after the
occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and
expenses of attorneys and other professionals) shall be for the sole account of Borrower and shall be chargeable to the Loan Account;
iv. Each Grantor shall promptly file an application with the United States Copyright Office for any Copyright owned by
such Grantor that has not been registered with the United States Copyright Office if such Copyright is necessary in connection with the conduct of
such Grantor's business. Any expenses incurred in connection with the foregoing shall be borne by the Grantors;
v. On each date on which an IP Reporting Certificate is delivered by Borrowers pursuant to Section 5.2 of the Credit
Agreement, each Grantor shall provide Agent with a written report of all new Patents or Trademarks that are registered or the subject of pending
applications for registrations, and of all Intellectual Property License Agreements that are material to the conduct of such Grantor's business, in each
case, which were
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