Audiovox 2011 Annual Report Download - page 359

EXHIBIT B
PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this ___ day of ___________, 2011, by and
among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “ Grantors” and each individually “Grantor”), and
WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), in its capacity as agent for the Lender Group
and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, dated of even date herewith (as amended, restated, supplemented, or otherwise modified
from time to time, the “Credit Agreement”), by and among Audiovox Corporation, a Delaware corporation (“ Parent”), Audiovox Accessories Corp.,
a Delaware corporation (“ACC”), Audiovox Electronics Corporation, a Delaware corporation (“ AEC”), Audiovox Consumer Electronics, Inc., a
Delaware corporation (“ACEI”), American Radio Corp., a Delaware corporation (“ ARC”), Code Systems, Inc., a Delaware corporation (“ CSI”),
Invision Automotive Systems, Inc., a Delaware corporation (“ IAS”), Batteries.com, LLC, an Indiana limited liability company (“ Batteries”) and
Klipsch Group, Inc. (“Klipsch” and together with each of ACC, AEC, ACEI, ARC, CSI, IAS and Batteries, each, individually, a “ Borrower” and,
collectively, “Borrowers”), the lenders party thereto as “Lenders” (such Lenders, together with their respective successors and assigns in such
capacity, each, individually, a “Lender” and, collectively, the “Lenders”) and Agent, the Lender Group has agreed to make certain financial
accommodations available to Borrowers from time to time pursuant to the terms and conditions thereof; and
WHEREAS, the members of Lender Group are willing to make the financial accommodations to Borrowers as provided for in the Credit
Agreement, but only upon the condition, among others, that the Grantors shall have executed and delivered to Agent, for the benefit of the Lender
Group and the Bank Product Providers, the Security Agreement, dated of even date herewith (including all annexes, exhibits or schedules thereto, as
from time to time amended, restated, supplemented or otherwise modified, the “ Security Agreement”); and
WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Lender Group
and the Bank Product Providers, this Patent Security Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows:
1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the
Security Agreement or, if not defined therein, in the Credit Agreement.
2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL
. Each Grantor hereby unconditionally grants, assigns,
and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a
continuing security interest (referred to in this Patent Security Agreement as the “ Security Interest”) in all of such Grantor's right, title and interest in
and to the following, whether now owned or hereafter acquired or arising (collectively, the “ Patent Collateral”):
a. all of its Patents and Patent Intellectual Property Licenses to which it is a party including those referred to on Schedule I;
b. all divisionals, continuations, continuations-in-part, reissues, reexaminations, or extensions of the foregoing; and
c. all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future
infringement of any Patent or any Patent exclusively licensed under any Intellectual Property License, including the right to receive damages, or right
to receive license fees, royalties, and other compensation under any Patent Intellectual Property License.
3. SECURITY FOR SECURED OBLIGATIONS. This Patent Security Agreement and the Security Interest created hereby
secures the payment and performance of the Secured Obligations, whether now existing or
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