Audiovox 2011 Annual Report Download - page 328

acquired, registered, or for which applications for registration were filed by any Grantor during the prior period and any statement of use or
amendment to allege use with respect to intent-to-use trademark applications. In the case of such registrations or applications therefor, which were
acquired by any Grantor, each such Grantor shall file the necessary documents with the appropriate Governmental Authority identifying the applicable
Grantor as the owner (or as a co-owner thereof, if such is the case) of such Intellectual Property. In each of the foregoing cases, the applicable
Grantor shall promptly cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify
such Patent and Trademark registrations and applications therefor (with the exception of Trademark applications filed on an intent-to-use basis for
which no statement of use or amendment to allege use has been filed) and Intellectual Property Licenses as being subject to the security interests
created thereunder;
vi. Anything to the contrary in this Agreement notwithstanding, in no event shall any Grantor, either itself or through any
agent, employee, licensee, or designee, file an application for the registration of any Copyright with the United States Copyright Office or any similar
office or agency in another country without giving Agent written notice thereof at least three (3) Business Days prior to such filing and complying
with Section 6(g)(i). Upon receipt from the United States Copyright Office of notice of registration of any Copyright, each Grantor shall promptly
(but in no event later than three (3) Business Days following such receipt) notify (but without duplication of any notice required by Section 6(g)(vi))
Agent of such registration by delivering, or causing to be delivered, to Agent, documentation sufficient for Agent to perfect Agent's Liens on such
Copyright. If any Grantor acquires from any Person any Copyright registered with the United States Copyright Office or an application to register any
Copyright with the United States Copyright Office, such Grantor shall promptly (but in no event later than seven (7) Business Days following such
acquisition) notify Agent of such acquisition and deliver, or cause to be delivered, to Agent, documentation sufficient for Agent to perfect Agent's
Liens on such Copyright. In the case of such Copyright registrations or applications therefor which were acquired by any Grantor, each such Grantor
shall promptly (but in no event later than three (3) Business Days following such acquisition) file the necessary documents with the appropriate
Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof, if such is the case) of such Copyrights;
vii. Each Grantor shall take reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights
in, the Intellectual Property that is necessary in the conduct of such Grantor's business, including, as applicable (A) protecting the secrecy and
confidentiality of its confidential information and trade secrets by having and enforcing a policy requiring all current employees, consultants,
licensees, vendors and contractors with access to such information to execute appropriate confidentiality agreements; (B) taking actions reasonably
necessary to ensure that no trade secret falls into the public domain; and (C) protecting the secrecy and confidentiality of the source code of all
software programs and applications of which it is the owner or licensee by having and enforcing a policy requiring any licensees (or sublicensees) of
such source code to enter into license agreements with commercially reasonable use and non-disclosure restrictions; and
viii. No Grantor shall enter into any Intellectual Property License to receive any license or rights in any Intellectual Property
of any other Person unless such Grantor has used commercially reasonable efforts to permit the assignment of or grant of a security interest in such
Intellectual Property License (and all rights of Grantor thereunder) to the (and any transferees of Agent);
(h) Investment Related Property.
i. If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged Interests after the Closing Date, it
shall promptly (and in any event within ten (10) Business Days of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged
Interests Addendum identifying such Pledged Interests; provided, that, only sixty-five (65%) percent of the total outstanding voting Stock of any
Subsidiary of any Grantor that is a controlled foreign corporation (and none of the Stock of any Subsidiary of such controlled foreign corporation)
shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Grantors of providing such
pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Grantors) in
relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall
be governed by the laws of the jurisdiction of such Subsidiary);
ii. Upon the occurrence and during the continuance of an Event of Default, following the
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