{"id":41291,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/security-agreement-audiovox-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"security-agreement-audiovox-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/security-agreement-audiovox-corp.html","title":{"rendered":"Security Agreement – Audiovox Corp."},"content":{"rendered":"

SECURITY AGREEMENT<\/strong><\/p>\n

\n

This SECURITY AGREEMENT<\/strong> (this “Agreement<\/u>“), dated as
\nof March 1, 2011, among the Grantors listed on the signature pages hereof and
\nthose additional entities that hereafter become parties hereto by executing the
\nform of Joinder attached hereto as Annex 1<\/u> (each, a “Grantor<\/u>“),
\nand WELLS FARGO CAPITAL FINANCE, LLC<\/strong>, a Delaware limited
\nliability company (“WFCF<\/u>“), in its capacity as agent for the Lender Group
\nand the Bank Product Providers (in such capacity, together with its successors
\nand assigns in such capacity, “Agent<\/u>“).<\/p>\n<\/p>\n

W I T N E S S E T H:<\/p>\n

\n

WHEREAS<\/strong>, pursuant to the Credit Agreement, dated of even
\ndate herewith (as amended, restated, supplemented, or otherwise modified from
\ntime to time, the “Credit Agreement<\/u>“), by and among Audiovox Corporation,
\na Delaware corporation (“Parent<\/u>“), Audiovox Accessories Corp., a Delaware
\ncorporation (“ACC<\/u>“), Audiovox Electronics Corporation, a Delaware
\ncorporation (“AEC<\/u>“), Audiovox Consumer Electronics, Inc., a Delaware
\ncorporation (“ACEI<\/u>“), American Radio Corp., a Georgia corporation
\n(“ARC<\/u>“), Code Systems, Inc., a Delaware corporation (“CSI<\/u>“),
\nInvision Automotive Systems, Inc., a Delaware corporation (“IAS<\/u>“),
\nKlipsch Group, Inc., an Indiana corporation (“Klipsch<\/u>“) and
\nBatteries.com, LLC, an Indiana limited liability company (“Batteries<\/u>” and
\ntogether with each of ACC, AEC, ACEI, ARC, CSI, IAS and Klipsch, each,
\nindividually, a “Borrower<\/u>” and, collectively, “Borrowers<\/u>“), the
\nlenders party thereto as “Lenders” (such Lenders, together with their respective
\nsuccessors and assigns in such capacity, each, individually, a “Lender<\/u>”
\nand, collectively, the “Lenders<\/u>“) and Agent, the Lender Group has agreed
\nto make certain financial accommodations available to Borrowers from time to
\ntime pursuant to the terms and conditions thereof; and<\/p>\n<\/p>\n

WHEREAS<\/strong>, Agent has agreed to act as agent for the benefit of
\nthe Lender Group and the Bank Product Providers in connection with the
\ntransactions contemplated by the Credit Agreement and this Agreement; and<\/p>\n<\/p>\n

WHEREAS<\/strong>, in order to induce the Lender Group to enter into
\nthe Credit Agreement and the other Loan Documents and to induce the Lender Group
\nto make financial accommodations to Borrowers as provided for in the Credit
\nAgreement, Grantors have agreed to grant a continuing security interest in and
\nto the Collateral in order to secure the prompt and complete payment, observance
\nand performance of, among other things, the Secured Obligations.<\/p>\n<\/p>\n

NOW, THEREFORE<\/strong>, for and in consideration of the recitals
\nmade above and other good and valuable consideration, the receipt, sufficiency
\nand adequacy of which are hereby acknowledged, the parties hereto agree as
\nfollows:<\/p>\n<\/p>\n

1.Defined Terms<\/u>. All initially capitalized terms used herein
\n(including in the preamble and recitals hereof) without definition shall have
\nthe meanings ascribed thereto in the Credit Agreement. Any terms (whether
\ncapitalized or lower case) used in this Agreement that are defined in the Code
\nshall be construed and defined as set forth in the Code unless otherwise defined
\nherein or in the Credit Agreement; provided<\/u>, however<\/u>, that to the
\nextent that the Code is used to define any term used herein and if such term is
\ndefined differently in different Articles of the Code, the definition of such
\nterm contained in Article 9 of the Code shall govern. In addition to those terms
\ndefined elsewhere in this Agreement, as used in this Agreement, the following
\nterms shall have the following meanings:<\/p>\n<\/p>\n

(a)”Account<\/u>” means an account (as that term is defined in Article 9 of
\nthe Code).<\/p>\n<\/p>\n

(b)”Account Debtor<\/u>” means an account debtor (as that term is defined
\nin the Code).<\/p>\n<\/p>\n

(c)”Activation Instruction<\/u>” has the meaning specified therefor in
\nSection 6(k)<\/u>.<\/p>\n<\/p>\n

(d)”Agent<\/u>” has the meaning specified therefor in the preamble to this
\nAgreement.<\/p>\n<\/p>\n

(e)”Agent’s Lien<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(f)”Agreement<\/u>” has the meaning specified therefor in the preamble to
\nthis Agreement.<\/p>\n<\/p>\n

(g)”Bank Product Obligations<\/u>” has the meaning specified therefor in
\nthe Credit Agreement.<\/p>\n<\/p>\n

(h)”Bank Product Provider<\/u>” has the meaning specified therefor in the
\nCredit Agreement.<\/p>\n<\/p>\n<\/p>\n

1<\/p>\n

\n

\n<\/p>\n

(i)”Books<\/u>” means books and records (including each Grantor’s Records
\nindicating, summarizing, or evidencing such Grantor’s assets (including the
\nCollateral) or liabilities, each Grantor’s Records relating to such Grantor’s
\nbusiness operations or financial condition, and each Grantor’s goods or General
\nIntangibles related to such information).<\/p>\n<\/p>\n

(j)”Borrowers<\/u>” has the meaning specified therefor in the recitals to
\nthis Agreement.<\/p>\n<\/p>\n

(k)”Cash Dominion Event<\/u>” has the meaning specified therefor in the
\nCredit Agreement.<\/p>\n<\/p>\n

(l)”Cash Equivalents<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(m)”Chattel Paper<\/u>” means chattel paper (as that term is defined in the
\nCode), and includes tangible chattel paper and electronic chattel paper.<\/p>\n<\/p>\n

(n)”Code<\/u>” means the New York Uniform Commercial Code, as in effect
\nfrom time to time; provided<\/u>, however<\/u>, that in the event that, by
\nreason of mandatory provisions of law, any or all of the attachment, perfection,
\npriority, or remedies with respect to Agent’s Lien on any Collateral is governed
\nby the Uniform Commercial Code as enacted and in effect in a jurisdiction other
\nthan the State of New York, the term “Code” shall mean the Uniform Commercial
\nCode as enacted and in effect in such other jurisdiction solely for purposes of
\nthe provisions thereof relating to such attachment, perfection, priority, or
\nremedies.<\/p>\n<\/p>\n

(o)”Collateral<\/u>” has the meaning specified therefor in Section
\n2<\/u>.<\/p>\n<\/p>\n

(p)”Collections<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(q)”Commercial Tort Claims<\/u>” means commercial tort claims (as that term
\nis defined in the Code), and includes those commercial tort claims listed on
\nSchedule 1<\/u>.<\/p>\n<\/p>\n

(r)”Controlled Account<\/u>” has the meaning specified therefor in
\nSection 6(k)<\/u>.<\/p>\n<\/p>\n

(s)”Controlled Account Agreements<\/u>” means those certain cash management
\nagreements, in form and substance reasonably satisfactory to Agent, each of
\nwhich is executed and delivered by a Grantor, Agent, and one of the Controlled
\nAccount Banks.<\/p>\n<\/p>\n

(t)”Controlled Account Bank<\/u>” has the meaning specified therefor in
\nSection 6(k)<\/u>.<\/p>\n<\/p>\n

(u)”Copyrights<\/u>” means any and all rights in any works of authorship,
\nincluding (i) copyrights and moral rights, (ii) copyright registrations and
\nrecordings thereof and all applications in connection therewith including those
\nlisted on Schedule 2<\/u>, (iii) income, license fees, royalties, damages, and
\npayments now and hereafter due or payable under and with respect thereto,
\nincluding payments under all licenses entered into in connection therewith and
\ndamages and payments for past, present, or future infringements thereof, (iv)
\nthe right to sue for past, present, and future infringements thereof, and (v)
\nall of each Grantor’s rights corresponding thereto throughout the world.<\/p>\n<\/p>\n

(v)”Copyright Security Agreement<\/u>” means each Copyright Security
\nAgreement executed and delivered by Grantors, or any of them, and Agent, in
\nsubstantially the form of Exhibit A<\/u>.<\/p>\n<\/p>\n

(w)”Credit Agreement<\/u>” has the meaning specified therefor in the
\nrecitals to this Agreement.<\/p>\n<\/p>\n

(x)”Deposit Account<\/u>” means a deposit account (as that term is defined
\nin the Code).<\/p>\n<\/p>\n

(y)”Equipment<\/u>” means equipment (as that term is defined in the Code).\n<\/p>\n<\/p>\n

(z)”Event of Default<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(aa)”Fixtures<\/u>” means fixtures (as that term is defined in the Code).\n<\/p>\n<\/p>\n

(ab)”General Intangibles<\/u>” means general intangibles (as that term is
\ndefined in the Code), and includes payment intangibles, contract rights, rights
\nto payment, rights arising under common law, statutes, or regulations, choses or
\nthings in action, goodwill, Intellectual Property, Intellectual Property
\nLicenses, purchase orders, customer lists, monies due or recoverable from
\npension funds, route lists, rights to payment and other rights under any royalty
\nor licensing agreements, including Intellectual Property Licenses, infringement
\nclaims, pension plan refunds, pension plan refund claims, insurance premium
\nrebates, tax refunds, and tax refund claims, interests in a partnership or
\nlimited liability company which do not constitute a security under Article 8 of
\nthe Code, and any other personal<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n

property other than Commercial Tort Claims, money, Accounts, Chattel Paper,
\nDeposit Accounts, goods, Investment Related Property, Negotiable Collateral, and
\noil, gas, or other minerals before extraction.<\/p>\n<\/p>\n

(ac)”Grantor<\/u>” and “Grantors<\/u>” have the respective meanings
\nspecified therefor in the preamble to this Agreement.<\/p>\n<\/p>\n

(ad) “Guaranty<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(ae)”Insolvency Proceeding<\/u>” has the meaning specified therefor in the
\nCredit Agreement.<\/p>\n<\/p>\n

(af) “Intellectual Property<\/u>” means any and all Patents, Copyrights,
\nTrademarks, trade secrets, know-how, inventions (whether or not patentable),
\nalgorithms, software programs (including source code and object code),
\nprocesses, product designs, industrial designs, blueprints, drawings, data,
\ncustomer lists, URLs and domain names, specifications, documentations, reports,
\ncatalogs, literature, and any other forms of technology or proprietary
\ninformation of any kind, including all rights therein and all applications for
\nregistration or registrations thereof.<\/p>\n<\/p>\n

(ag) “Intellectual Property Licenses<\/u>” means, with respect to any
\nPerson (the “Specified Party<\/u>“), (i) any licenses or other similar rights
\nprovided to the Specified Party in or with respect to Intellectual Property
\nowned or controlled by any other Person, and (ii) any licenses or other similar
\nrights provided to any other Person in or with respect to Intellectual Property
\nowned or controlled by the Specified Party, in each case, including (A) any
\nsoftware license agreements (other than license agreements for commercially
\navailable off-the-shelf software that is generally available to the public which
\nhave been licensed to a Grantor pursuant to end-user licenses), (B) the license
\nagreements listed on Schedule 3<\/u>, and (C) the right to use any of the
\nlicenses or other similar rights described in this definition in connection with
\nthe enforcement of the Lender Group’s rights under the Loan Documents.<\/p>\n<\/p>\n

(ah)”Inventory<\/u>” means inventory (as that term is defined in the Code).\n<\/p>\n<\/p>\n

(ai)”Investment Related Property<\/u>” means (i) any and all investment
\nproperty (as that term is defined in the Code), and (ii) any and all of the
\nfollowing (regardless of whether classified as investment property under the
\nCode): all Pledged Interests, Pledged Operating Agreements, and Pledged
\nPartnership Agreements.<\/p>\n<\/p>\n

(aj)”Joinder<\/u>” means each Joinder to this Agreement executed and
\ndelivered by Agent and each of the other parties listed on the signature pages
\nthereto, in substantially the form of Annex 1<\/u>.<\/p>\n<\/p>\n

(ak)”Lender Group<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(al)”Lender<\/u>” and “Lenders<\/u>” have the respective meanings
\nspecified therefor in the recitals to this Agreement.<\/p>\n<\/p>\n

(am)”Loan Document<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(an) “Negotiable Collateral<\/u>” means letters of credit, letter-of-credit
\nrights, instruments, promissory notes, drafts and documents (as each such term
\nis defined in the Code).<\/p>\n<\/p>\n

(ao)”Obligations<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(ap)”Parent<\/u>” has the meaning specified therefor in the recitals to
\nthis Agreement.<\/p>\n<\/p>\n

(aq)”Patents<\/u>” means patents and patent applications, including (i) the
\npatents and patent applications listed on Schedule 4<\/u>, (ii) all
\ncontinuations, divisionals, continuations-in-part, re-examinations, reissues,
\nand renewals thereof and improvements thereon, (iii) all income, royalties,
\ndamages and payments now and hereafter due or payable under and with respect
\nthereto, including payments under all licenses entered into in connection
\ntherewith and damages and payments for past, present, or future infringements
\nthereof, (iv) the right to sue for past, present, and future infringements
\nthereof, and (v) all of each Grantor’s rights corresponding thereto throughout
\nthe world.<\/p>\n<\/p>\n

(ar)”Patent Security Agreement<\/u>” means each Patent Security Agreement
\nexecuted and delivered by Grantors, or any of them, and Agent, in substantially
\nthe form of Exhibit B<\/u>.<\/p>\n<\/p>\n

(as)”Permitted Liens<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(at)”Person<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n

(au)”Pledged Companies<\/u>” means each Person listed on Schedule 6<\/u>
\nas a “Pledged Company”, together with each other Person, all or a portion of
\nwhose Stock is acquired or otherwise owned by a Grantor after the Closing Date.\n<\/p>\n<\/p>\n

(av)”Pledged Interests<\/u>” means all of each Grantor’s right, title and
\ninterest in and to all of the Stock now owned or hereafter acquired by such
\nGrantor, regardless of class or designation, including in each of the Pledged
\nCompanies, and all substitutions therefor and replacements thereof, all proceeds
\nthereof and all rights relating thereto, also including any certificates
\nrepresenting the Stock, the right to receive any certificates representing any
\nof the Stock, all warrants, options, share appreciation rights and other rights,
\ncontractual or otherwise, in respect thereof and the right to receive all
\ndividends, distributions of income, profits, surplus, or other compensation by
\nway of income or liquidating distributions, in cash or in kind, and all cash,
\ninstruments, and other property from time to time received, receivable, or
\notherwise distributed in respect of or in addition to, in substitution of, on
\naccount of, or in exchange for any or all of the foregoing.<\/p>\n<\/p>\n

(aw)”Pledged Interests Addendum<\/u>” means a Pledged Interests Addendum
\nsubstantially in the form of Exhibit C<\/u>.<\/p>\n<\/p>\n

(ax) “Pledged Operating Agreements<\/u>” means all of each Grantor’s
\nrights, powers, and remedies under the limited liability company operating
\nagreements of each of the Pledged Companies that are limited liability
\ncompanies.<\/p>\n<\/p>\n

(ay)”Pledged Partnership Agreements<\/u>” means all of each Grantor’s
\nrights, powers, and remedies under the partnership agreements of each of the
\nPledged Companies that are partnerships.<\/p>\n<\/p>\n

(az)”Proceeds<\/u>” has the meaning specified therefor in Section
\n2<\/u>.<\/p>\n<\/p>\n

(ba)”PTO<\/u>” means the United States Patent and Trademark Office.<\/p>\n<\/p>\n

(bb)”Real Property<\/u>” means any estates or interests in real property
\nnow owned or hereafter acquired by any Grantor or any Subsidiary of any Grantor
\nand the improvements thereto.<\/p>\n<\/p>\n

(bc)”Records<\/u>” means information that is inscribed on a tangible medium
\nor which is stored in an electronic or other medium and is retrievable in
\nperceivable form.<\/p>\n<\/p>\n

(bd) “Rescission<\/u>” has the meaning specified therefor in Section
\n6(k)<\/u>.<\/p>\n<\/p>\n

(be)”Secured Obligations<\/u>” means each and all of the following: (a) all
\nof the present and future obligations of each of the Grantors arising from, or
\nowing under or pursuant to, this Agreement, the Credit Agreement, or any of the
\nother Loan Documents (including any Guaranty), (b) all Bank Product Obligations,
\nand (c) all Obligations of Grantors (including, in the case of each of clauses
\n(a), (b) and (c), reasonable attorneys fees and expenses and any interest, fees,
\nor expenses that accrue after the filing of an Insolvency Proceeding, regardless
\nof whether allowed or allowable in whole or in part as a claim in any Insolvency
\nProceeding).<\/p>\n<\/p>\n

(bf)”Securities Account<\/u>” means a securities account (as that term is
\ndefined in the Code).<\/p>\n<\/p>\n

(bg)”Security Interest<\/u>” has the meaning specified therefor in
\nSection 2<\/u>.<\/p>\n<\/p>\n

(bh) “Stock<\/u>” has the meaning specified therefor in the Credit
\nAgreement.<\/p>\n<\/p>\n

(bi)”Supporting Obligations<\/u>” means supporting obligations (as such
\nterm is defined in the Code), and includes letters of credit and guaranties
\nissued in support of Accounts, Chattel Paper, documents, General Intangibles,
\ninstruments or Investment Related Property.<\/p>\n<\/p>\n

(bj)”Trademarks<\/u>” means any and all trademarks, trade names, registered
\ntrademarks, trademark applications, service marks, registered service marks and
\nservice mark applications, including (i) the trade names, registered trademarks,
\ntrademark applications, registered service marks and service mark applications
\nlisted on Schedule 5<\/u>, (ii) all renewals thereof, (iii) all income,
\nroyalties, damages and payments now and hereafter due or payable under and with
\nrespect thereto, including payments under all licenses entered into in
\nconnection therewith and damages and payments for past or future infringements
\nor dilutions thereof, (iv) the right to sue for past, present and future
\ninfringements and dilutions thereof, (v) the goodwill of each Grantor’s business
\nsymbolized by the foregoing or connected therewith, and (vi) all of each
\nGrantor’s rights corresponding thereto throughout the world.<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n

(bk)”Trademark Security Agreement<\/u>” means each Trademark Security
\nAgreement executed and delivered by Grantors, or any of them, and Agent, in
\nsubstantially the form of Exhibit D<\/u>.<\/p>\n<\/p>\n

(bl)”URL<\/u>” means “uniform resource locator,” an internet web address.\n<\/p>\n<\/p>\n

2.Grant of Security<\/u>. Each Grantor hereby unconditionally grants,
\nassigns, and pledges to Agent, for the benefit of each member of the Lender
\nGroup and each of the Bank Product Providers, to secure the Secured Obligations,
\na continuing security interest (hereinafter referred to as the “Security
\nInterest<\/u>“) in all of such Grantor’s right, title, and interest in and to the
\nfollowing, whether now owned or hereafter acquired or arising and wherever
\nlocated (the “Collateral<\/u>“):<\/p>\n<\/p>\n

(a)all of such Grantor’s Accounts;<\/p>\n<\/p>\n

(b)all of such Grantor’s Books;<\/p>\n<\/p>\n

(c)all of such Grantor’s Chattel Paper;<\/p>\n<\/p>\n

(d)all of such Grantor’s Deposit Accounts (but not deposit accounts
\nexclusively used for payroll, payroll taxes and other employee wage and benefit
\npayments to or for the benefit of any Grantor’s employees);<\/p>\n<\/p>\n

(e)all of such Grantor’s Equipment and Fixtures;<\/p>\n<\/p>\n

(f)all of such Grantor’s General Intangibles;<\/p>\n<\/p>\n

(g)all of such Grantor’s Inventory;<\/p>\n<\/p>\n

(h)all of such Grantor’s Investment Related Property;<\/p>\n<\/p>\n

(i)all of such Grantor’s Negotiable Collateral;<\/p>\n<\/p>\n

(j)all of such Grantor’s Supporting Obligations;<\/p>\n<\/p>\n

(k)all of such Grantor’s Commercial Tort Claims;<\/p>\n<\/p>\n

(l)all of such Grantor’s money, Cash Equivalents, or other assets of such
\nGrantor that now or hereafter come into the possession, custody, or control of
\nAgent (or its agent or designee) or any other member of the Lender Group; and\n<\/p>\n<\/p>\n

(m)all of the proceeds (as such term is defined in the Code) and products,
\nwhether tangible or intangible, of any of the foregoing, including proceeds of
\ninsurance or Commercial Tort Claims covering or relating to any or all of the
\nforegoing, and any and all Accounts, Books, Chattel Paper, Deposit Accounts,
\nEquipment, Fixtures, General Intangibles, Inventory, Investment Related
\nProperty, Negotiable Collateral, Supporting Obligations, money, or other
\ntangible or intangible property resulting from the sale, lease, license,
\nexchange, collection, or other disposition of any of the foregoing, the proceeds
\nof any award in condemnation with respect to any of the foregoing, any rebates
\nor refunds, whether for taxes or otherwise, and all proceeds of any such
\nproceeds, or any portion thereof or interest therein, and the proceeds thereof,
\nand all proceeds of any loss of, damage to, or destruction of the above, whether
\ninsured or not insured, and, to the extent not otherwise included, any
\nindemnity, warranty, or guaranty payable by reason of loss or damage to, or
\notherwise with respect to any of the foregoing (the “Proceeds<\/u>“). Without
\nlimiting the generality of the foregoing, the term “Proceeds” includes whatever
\nis receivable or received when Investment Related Property or proceeds are sold,
\nexchanged, collected, or otherwise disposed of, whether such disposition is
\nvoluntary or involuntary, and includes proceeds of any indemnity or guaranty
\npayable to any Grantor or Agent from time to time with respect to any of the
\nInvestment Related Property.<\/p>\n<\/p>\n

Notwithstanding anything contained in this Agreement to the contrary, the
\nterm “Collateral” shall not include: (i) Stock of any Subsidiary that is a
\nControlled Foreign Corporation in excess of sixty-five (65%) percent of all of
\nthe issued and outstanding shares of Stock of such Subsidiary entitled to vote
\n(within the meaning of Treasury Regulation Section 1.956-2) if a pledge of a
\ngreater percentage would result in material adverse tax consequences to Parent
\nor the assets of such Controlled Foreign Corporation if it would result in
\nmaterial adverse tax consequences to Parent; or (ii) any rights or interest in
\nany contract, lease, permit, license, or license agreement covering real or
\npersonal property of any Grantor if under the terms of such contract, lease,
\npermit, license, or license agreement, or applicable law with respect thereto,
\nthe grant of a security interest or lien therein is prohibited as a matter of
\nlaw or under the terms of such contract, lease, permit, license, or license
\nagreement and such<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

prohibition or restriction has not been waived or the consent of the other
\nparty to such contract, lease, permit, license, or license agreement has not
\nbeen obtained (provided, that, (A) the foregoing exclusions of this clause (ii)
\nshall in no way be construed (1) to apply to the extent that any described
\nprohibition or restriction is unenforceable under Section 9-406, 9-407, 9-408,
\nor 9-409 of the Code or other applicable law, or (2) to apply to the extent that
\nany consent or waiver has been obtained that would permit Agent’s security
\ninterest or lien notwithstanding the prohibition or restriction on the pledge of
\nsuch contract, lease, permit, license, or license agreement and (B) the
\nforegoing exclusions of clauses (i) and (ii) shall in no way be construed to
\nlimit, impair, or otherwise affect any of Agent’s, any other member of the
\nLender Group’s or any Bank Product Provider’s continuing security interests in
\nand liens upon any rights or interests of any Grantor in or to (1) monies due or
\nto become due under or in connection with any described contract, lease, permit,
\nlicense, license agreement, or Stock (including any Accounts or Stock), or (2)
\nany proceeds from the sale, license, lease, or other dispositions of any such
\ncontract, lease, permit, license, license agreement, or Stock); or (iii) any
\nUnited States intent-to-use trademark applications to the extent that, and
\nsolely during the period in which, the grant of a security interest therein
\nwould impair the validity or enforceability of such intent-to-use trademark
\napplications under applicable federal law, provided that upon submission and
\nacceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C.
\nSection 1060(a) (or any successor provision), such intent-to-use trademark
\napplication shall be considered Collateral.<\/p>\n<\/p>\n

3.Security for Secured Obligations<\/u>. The Security Interest created
\nhereby secures the payment and performance of the Secured Obligations, whether
\nnow existing or arising hereafter. Without limiting the generality of the
\nforegoing, this Agreement secures the payment of all amounts which constitute
\npart of the Secured Obligations and would be owed by Grantors, or any of them,
\nto Agent, the Lender Group, the Bank Product Providers or any of them, but for
\nthe fact that they are unenforceable or not allowable (in whole or in part) as a
\nclaim in an Insolvency Proceeding involving any Grantor due to the existence of
\nsuch Insolvency Proceeding.<\/p>\n<\/p>\n

4.Grantors Remain Liable<\/u>. Anything herein to the contrary
\nnotwithstanding, (a) each of the Grantors shall remain liable under the
\ncontracts and agreements included in the Collateral, including the Pledged
\nOperating Agreements and the Pledged Partnership Agreements, to perform all of
\nthe duties and obligations thereunder to the same extent as if this Agreement
\nhad not been executed, (b) the exercise by Agent or any other member of the
\nLender Group of any of the rights hereunder shall not release any Grantor from
\nany of its duties or obligations under such contracts and agreements included in
\nthe Collateral, and (c) none of the members of the Lender Group shall have any
\nobligation or liability under such contracts and agreements included in the
\nCollateral by reason of this Agreement, nor shall any of the members of the
\nLender Group be obligated to perform any of the obligations or duties of any
\nGrantors thereunder or to take any action to collect or enforce any claim for
\npayment assigned hereunder. Until an Event of Default shall occur and be
\ncontinuing, except as otherwise provided in, and subject to the terms of, this
\nAgreement, the Credit Agreement, or any other Loan Document, Grantors shall have
\nthe right to possession and enjoyment of the Collateral for the purpose of
\nconducting the ordinary course of their respective businesses. Without limiting
\nthe generality of the foregoing, it is the intention of the parties hereto that
\nrecord and beneficial ownership of the Pledged Interests, including all voting,
\nconsensual, dividend, and distribution rights, shall remain in the applicable
\nGrantor until (i) the occurrence and continuance of an Event of Default and (ii)
\nAgent has notified the applicable Grantor of Agent’s election to exercise such
\nrights with respect to the Pledged Interests pursuant to Section 15.<\/p>\n<\/p>\n

5.Representations and Warranties<\/u>. Each Grantor hereby represents and
\nwarrants to Agent, for the benefit of the Lender Group and the Bank Product
\nProviders, which representations and warranties shall be true, correct, and
\ncomplete, in all material respects (except that such materiality qualifier shall
\nnot be applicable to any representations and warranties that already are
\nqualified or modified by materiality in the text thereof), as of the Closing
\nDate, and shall be true, correct, and complete, in all material respects (except
\nthat such materiality qualifier shall not be applicable to any representations
\nand warranties that already are qualified or modified by materiality in the text
\nthereof), as of the date of the making of each Advance (or other extension of
\ncredit) made thereafter, as though made on and as of the date of such Advance
\n(or other extension of credit) (except to the extent that such representations
\nand warranties relate solely to an earlier date, in which case such
\nrepresentations and warranties shall be true, correct and complete in all
\nmaterial respects as of such earlier date) and such representations and
\nwarranties shall survive the execution and delivery of this Agreement:<\/p>\n<\/p>\n

(a)The exact legal name of each of the Grantors is set forth on the signature
\npages of this Agreement<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n

or a written notice provided to Agent pursuant to Section 6.5<\/u> of the
\nCredit Agreement.<\/p>\n<\/p>\n

(b)Schedule 7<\/u> sets forth all Real Property owned by any of the
\nGrantors as of the Closing Date.<\/p>\n<\/p>\n

(c)As of the Closing Date: (i) Schedule 2<\/u> provides a complete and
\ncorrect list of all registered Copyrights owned by any Grantor, all applications
\nfor registration of Copyrights owned by any Grantor, and all other Copyrights
\nowned by any Grantor and material to the conduct of the business of any Grantor;
\n(ii) Schedule 3<\/u> provides a complete and correct list of all Intellectual
\nProperty Licenses entered into by any Grantor pursuant to which (A) any Grantor
\nhas provided any license or other rights in Intellectual Property owned or
\ncontrolled by such Grantor to any other Person other than non-exclusive software
\nlicenses granted in the ordinary course of business or (B) any Person has
\ngranted to any Grantor any license or other rights in Intellectual Property
\nowned or controlled by such Person that is material to the business of such
\nGrantor, including any Intellectual Property that is incorporated in any
\nInventory, software, or other product marketed, sold, licensed, or distributed
\nby such Grantor; (iii) Schedule 4<\/u> provides a complete and correct list of
\nall Patents owned by any Grantor and all applications for Patents owned by any
\nGrantor; and (iv) Schedule 5<\/u> provides a complete and correct list of all
\nregistered Trademarks owned by any Grantor, all applications for registration of
\nTrademarks owned by any Grantor, and all other Trademarks owned by any Grantor
\nand material to the conduct of the business of any Grantor.<\/p>\n<\/p>\n

(d)(i) (A) each Grantor, to its knowledge, owns exclusively or holds licenses
\nin all Intellectual Property that is necessary to the conduct of its business,
\nand (B) all contractors of each Grantor who were involved in the creation or
\ndevelopment of any Intellectual Property for such Grantor that is necessary to
\nthe business of such Grantor have signed agreements containing assignment of
\nIntellectual Property rights to such Grantor and obligations of confidentiality;\n<\/p>\n<\/p>\n

(ii)to each Grantor’s knowledge after reasonable inquiry, no Person has
\ninfringed or misappropriated or is currently infringing or misappropriating any
\nIntellectual Property rights owned by such Grantor, in each case, that either
\nindividually or in the aggregate could reasonably be expected to result in a
\nMaterial Adverse Change;<\/p>\n<\/p>\n

(iii)(A) to each Grantor’s knowledge after reasonable inquiry, (1) such
\nGrantor is not currently infringing or misappropriating any Intellectual
\nProperty rights of any Person, and (2) no product manufactured, used,
\ndistributed, licensed, or sold by or service provided by such Grantor is
\ncurrently infringing or misappropriating any Intellectual Property rights of any
\nPerson, in each case, except where such infringement either individually or in
\nthe aggregate could not reasonably be expected to result in a Material Adverse
\nChange, and (A) there are no pending, or to any Grantor’s knowledge after
\nreasonable inquiry, threatened, infringement or misappropriation claims or
\nproceedings pending against any Grantor, and no Grantor has received any notice
\nor other communication of any actual or alleged infringement or misappropriation
\nof any Intellectual Property rights of any Person, in each case, except where
\nsuch infringement either individually or in the aggregate could not reasonably
\nbe expected to result in a Material Adverse Change;<\/p>\n<\/p>\n

(iv)to each Grantor’s knowledge after reasonable inquiry, (A) all registered
\nCopyrights, registered Trademarks, and issued Patents that are owned by such
\nGrantor and necessary in to the conduct of its business are valid, subsisting
\nand enforceable and in compliance with all legal requirements, filings, and
\npayments and other actions that are required to maintain such Intellectual
\nProperty in full force and effect; and<\/p>\n<\/p>\n

(v)each Grantor has taken reasonable steps to maintain the confidentiality of
\nand otherwise protect and enforce its rights in all trade secrets owned by such
\nGrantor that are necessary in the business of such Grantor;<\/p>\n<\/p>\n

(e)This Agreement creates a valid security interest in the Collateral of each
\nGrantor, to the extent a security interest therein can be created under the
\nCode, securing the payment of the Secured Obligations. Except to the extent a
\nsecurity interest in the Collateral cannot be perfected by the filing of a
\nfinancing statement under the Code, all filings and other actions necessary or
\ndesirable to perfect and protect such security interest have been duly taken or
\nwill have been taken upon the filing of financing statements listing each
\napplicable Grantor, as a debtor, and Agent, as secured party, in the
\njurisdictions listed next to such Grantor’s name on Schedule 8<\/u>. Upon the
\nmaking of such filings, Agent shall have a first priority perfected security
\ninterest in the Collateral of each Grantor to the extent such security interest
\ncan be perfected by the filing of a financing statement. Upon filing of the
\nCopyright Security Agreement with the United States Copyright Office, filing of
\nthe Patent Security Agreement and the<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n

Trademark Security Agreement with the PTO, and the filing of appropriate
\nfinancing statements in the jurisdictions listed on Schedule 8<\/u>, all
\naction necessary or desirable to protect and perfect the Security Interest in
\nand to on each Grantor’s Patents, Trademarks, or Copyrights has been taken and
\nsuch perfected Security Interest is enforceable as such as against any and all
\ncreditors of and purchasers from any Grantor. All action by any Grantor
\nnecessary to protect and perfect such security interest on each item of
\nCollateral has been duly taken.<\/p>\n<\/p>\n

(f)(i) Except for the Security Interest created hereby, each Grantor is and
\nwill at all times be the sole holder of record and the legal and beneficial
\nowner, free and clear of all Liens other than Permitted Liens, of the Pledged
\nInterests indicated on Schedule 6<\/u> as being owned by such Grantor and,
\nwhen acquired by such Grantor, any Pledged Interests acquired after the Closing
\nDate; (ii) all of the Pledged Interests are duly authorized, validly issued,
\nfully paid and nonassessable and the Pledged Interests constitute or will
\nconstitute the percentage of the issued and outstanding Stock of the Pledged
\nCompanies of such Grantor identified on Schedule 6<\/u> as supplemented or
\nmodified by any Pledged Interests Addendum or any Joinder to this Agreement;
\n(iii) such Grantor has the right and requisite authority to pledge, the
\nInvestment Related Property pledged by such Grantor to Agent as provided herein;
\n(iv) all actions necessary or desirable to perfect and establish the first
\npriority of, or otherwise protect, Agent’s Liens in the Investment Related
\nProperty, and the proceeds thereof, have been duly taken, upon (A) the execution
\nand delivery of this Agreement; (B) the taking of possession by Agent (or its
\nagent or designee) of any certificates representing the Pledged Interests,
\ntogether with undated powers (or other documents of transfer acceptable to
\nAgent) endorsed in blank by the applicable Grantor; (C) the filing of financing
\nstatements in the applicable jurisdiction set forth on Schedule 8<\/u> for
\nsuch Grantor with respect to the Pledged Interests of such Grantor that are not
\nrepresented by certificates, and (D) with respect to any Securities Accounts,
\nthe delivery of Control Agreements with respect thereto; and (v) each Grantor
\nhas delivered to and deposited with Agent all certificates representing the
\nPledged Interests owned by such Grantor to the extent such Pledged Interests are
\nrepresented by certificates, and undated powers (or other documents of transfer
\nacceptable to Agent) endorsed in blank with respect to such certificates. None
\nof the Pledged Interests owned or held by such Grantor has been issued or
\ntransferred in violation of any securities registration, securities disclosure,
\nor similar laws of any jurisdiction to which such issuance or transfer may be
\nsubject.<\/p>\n<\/p>\n

(g)No consent, approval, authorization, or other order or other action by,
\nand no notice to or filing with, any Governmental Authority or any other Person
\nis required (i) for the grant of a Security Interest by such Grantor in and to
\nthe Collateral pursuant to this Agreement or for the execution, delivery, or
\nperformance of this Agreement by such Grantor, or (ii) for the exercise by Agent
\nof the voting or other rights provided for in this Agreement with respect to the
\nInvestment Related Property or the remedies in respect of the Collateral
\npursuant to this Agreement, except as may be required in connection with such
\ndisposition of Investment Related Property by laws affecting the offering and
\nsale of securities generally. No Intellectual Property License of any Grantor
\nthat is necessary to the conduct of such Grantor’s business requires any consent
\nof any other Person in order for such Grantor to grant the security interest
\ngranted hereunder in such Grantor’s right, title or interest in or to such
\nIntellectual Property License.<\/p>\n<\/p>\n

(h)As to all limited liability company or partnership interests, issued under
\nany Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor
\nhereby represents and warrants that the Pledged Interests issued pursuant to
\nsuch agreement (A) are not dealt in or traded on securities exchanges or in
\nsecurities markets, (B) do not constitute investment company securities, and (C)
\nare not held by such Grantor in a securities account. In addition, none of the
\nPledged Operating Agreements, the Pledged Partnership Agreements, or any other
\nagreements governing any of the Pledged Interests issued under any Pledged
\nOperating Agreement or Pledged Partnership Agreement, provide that such Pledged
\nInterests are securities governed by Article 8 of the Uniform Commercial Code as
\nin effect in any relevant jurisdiction.<\/p>\n<\/p>\n

6.Covenants<\/u>. Each Grantor, jointly and severally, covenants and agrees
\nwith Agent that from and after the date of this Agreement and until the date of
\ntermination of this Agreement in accordance with Section 22<\/u>:<\/p>\n<\/p>\n

(a)Possession of Collateral<\/u>. In the event that any Collateral,
\nincluding Proceeds, is evidenced by or consists of Negotiable Collateral,
\nInvestment Related Property, or Chattel Paper, in each case, having an aggregate
\nvalue or face amount of $500,000 or more for all such Negotiable Collateral,
\nInvestment Related Property, or Chattel Paper, the Grantors shall promptly (and
\nin any event within five (5) Business Days after receipt thereof), notify Agent
\nthereof, and if and to the extent that perfection or priority of Agent’s
\nSecurity Interest is dependent on<\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n<\/p>\n

or enhanced by possession, the applicable Grantor, promptly (and in any event
\nwithin three (3) Business Days) after request by Agent, shall execute such other
\ndocuments and instruments as shall be requested by Agent or, if applicable,
\nendorse and deliver physical possession of such Negotiable Collateral,
\nInvestment Related Property, or Chattel Paper to Agent, together with such
\nundated powers (or other relevant document of transfer acceptable to Agent)
\nendorsed in blank as shall be reasonably requested by Agent, and shall do such
\nother acts or things reasonably deemed necessary or desirable by Agent to
\nprotect Agent’s Security Interest therein;<\/p>\n<\/p>\n

(b)Chattel Paper<\/u>.<\/p>\n<\/p>\n

i.Promptly (and in any event within five (5) Business Days) after request by
\nAgent, each Grantor shall take all steps reasonably necessary to grant Agent
\ncontrol of all electronic Chattel Paper in accordance with the Code and all
\n“transferable records” as that term is defined in Section 16 of the Uniform
\nElectronic Transaction Act and Section 201 of the federal Electronic Signatures
\nin Global and National Commerce Act as in effect in any relevant jurisdiction,
\nto the extent that the aggregate value or face amount of such electronic Chattel
\nPaper equals or exceeds $500,000;<\/p>\n<\/p>\n

ii.If any Grantor retains possession of any Chattel Paper or instruments
\n(which retention of possession shall be subject to the extent permitted hereby
\nand by the Credit Agreement), promptly upon the request of Agent, such Chattel
\nPaper and instruments shall be marked with the following legend: “This writing
\nand the obligations evidenced or secured hereby are subject to the Security
\nInterest of Wells Fargo Capital Finance, LLC, as Agent for the benefit of the
\nLender Group and the Bank Product Providers”;<\/p>\n<\/p>\n

(c)Control Agreements<\/u>.<\/p>\n<\/p>\n

i.Except to the extent otherwise excused by the Credit Agreement, each
\nGrantor shall obtain an authenticated Control Agreement (which may include a
\nControlled Account Agreement), from each bank maintaining a Deposit Account for
\nsuch Grantor;<\/p>\n<\/p>\n

ii.Except to the extent otherwise excused by the Credit Agreement, each
\nGrantor shall obtain an authenticated Control Agreement, from each issuer of
\nuncertificated securities, securities intermediary, or commodities intermediary
\nissuing or holding any financial assets or commodities to or for any Grantor;\n<\/p>\n<\/p>\n

iii.Except to the extent otherwise excused by the Credit Agreement, each
\nGrantor shall obtain an authenticated Control Agreement with respect to all of
\nsuch Grantor’s investment property;<\/p>\n<\/p>\n

(d)Letter-of-Credit Rights<\/u>. If the Grantors (or any of them) are or
\nbecome the beneficiary of letters of credit having a face amount or value of
\n$500,000 or more in the aggregate, then the applicable Grantor or Grantors shall
\npromptly (and in any event within five (5) Business Days after becoming a
\nbeneficiary), notify Agent thereof and, promptly (and in any event within three
\n(3) Business Days) after request by Agent, enter into a tri-party agreement with
\nAgent and the issuer or confirming bank with respect to letter-of-credit rights
\nassigning such letter-of-credit rights to Agent and directing all payments
\nthereunder to Agent’s Account, all in form and substance reasonably satisfactory
\nto Agent;<\/p>\n<\/p>\n

(e)Commercial Tort Claims<\/u>. If the Grantors (or any of them) obtain
\nCommercial Tort Claims having a value, or involving an asserted claim, in the
\namount of $500,000 or more in the aggregate for all Commercial Tort Claims, then
\nthe applicable Grantor or Grantors shall promptly (and in any event within five
\n(5) Business Days of obtaining such Commercial Tort Claim), notify Agent upon
\nincurring or otherwise obtaining such Commercial Tort Claims and, promptly (and
\nin any event within three (3) Business Days) after request by Agent, amend
\nSchedule 1<\/u> to describe such Commercial Tort Claims in a manner that
\nreasonably identifies such Commercial Tort Claims and which is otherwise
\nreasonably satisfactory to Agent, and hereby authorizes the filing of additional
\nfinancing statements or amendments to existing financing statements describing
\nsuch Commercial Tort Claims, and agrees to do such other acts or things
\nreasonably deemed necessary or desirable by Agent to give Agent a first
\npriority, perfected security interest in any such Commercial Tort Claim;<\/p>\n<\/p>\n

(f)Government Contracts<\/u>. Other than Accounts and Chattel Paper the
\naggregate value of which does not at any one time exceed $500,000, if any
\nAccount or Chattel Paper arises out of a contract or contracts with the United
\nStates of America or any department, agency, or instrumentality thereof,
\nGrantors shall promptly (and in any event within five (5) Business Days of the
\ncreation thereof) notify Agent thereof and, promptly (and in any event within
\nthree (3) Business Days) after request by Agent, execute any instruments or take
\nany steps reasonably<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n<\/p>\n

required by Agent in order that all moneys due or to become due under such
\ncontract or contracts shall be assigned to Agent, for the benefit of the Lender
\nGroup and the Bank Product Providers, and shall provide written notice thereof
\nunder the Assignment of Claims Act or other applicable law;<\/p>\n<\/p>\n

(g)Intellectual Property<\/u>.<\/p>\n<\/p>\n

i.Upon the request of Agent, in order to facilitate filings with the United
\nStates Patent and Trademark Office and the United States Copyright Office, each
\nGrantor shall execute and deliver to Agent one or more Copyright Security
\nAgreements, Trademark Security Agreements, or Patent Security Agreements to
\nfurther evidence Agent’s Lien on such Grantor’s Patents, Trademarks, or
\nCopyrights, and the General Intangibles of such Grantor relating thereto or
\nrepresented thereby;<\/p>\n<\/p>\n

ii.Each Grantor shall have the duty, with respect to Intellectual Property
\nthat is necessary in the conduct of such Grantor’s business, to protect and
\ndiligently enforce and defend at such Grantor’s expense its Intellectual
\nProperty, including (A) with respect to Trademarks and Copyrights (and Patents,
\nto the extent commercially reasonable to do so) to diligently enforce and
\ndefend, including promptly suing for infringement, misappropriation, or dilution
\nand to recover any and all damages for such infringement, misappropriation, or
\ndilution, and filing for opposition, interference, and cancellation against
\nconflicting Intellectual Property rights of any Person, (B) to prosecute
\ndiligently any trademark application or service mark application that is part of
\nthe Trademarks pending as of the date hereof or hereafter until the termination
\nof this Agreement, unless the Patent and Trademark Office has issued a final
\nrefusal to register the Trademark which is the subject of such trademark
\napplication or service mark application, (C) to prosecute diligently any patent
\napplication that is part of the Patents pending as of the date hereof or
\nhereafter until the termination of this Agreement, unless the Patent and
\nTrademark Office has issued a final refusal to issue the Patent which is the
\nsubject of such patent application, (D) to take all reasonable and necessary
\naction to preserve and maintain all of such Grantor’s Trademarks, Patents,
\nCopyrights, Intellectual Property Licenses, and its rights therein, including
\npaying all maintenance fees and filing of applications for renewal, affidavits
\nof use, and affidavits of noncontestability, provided<\/u>, that<\/u>, a
\nGrantor may abandon, cancel, not renew or otherwise not maintain a Trademark so
\nlong as (1) such Trademark is no longer used or useful in the business of such
\nGrantor or any other Loan Party, (2) such Trademark has not been used in the
\nbusiness of such Grantor or any other Loan Party for a period of three (3)
\nconsecutive months, (3) such Trademark is not otherwise material to the business
\nof such Grantor or any other Loan Party, and (4) no Default or Event of Default
\nshall have occurred as of such time, and (E) to require all consultants, and
\ncontractors of each Grantor who were involved in the creation or development of
\nsuch Intellectual Property to sign agreements containing assignment of
\nIntellectual Property rights and obligations of confidentiality. Each Grantor
\nfurther agrees not to abandon any Intellectual Property or Intellectual Property
\nLicense that is necessary in the conduct of such Grantor’s business. Each
\nGrantor hereby agrees to take the steps described in this Section
\n6(g)(ii)<\/u> with respect to all new or acquired Intellectual Property to which
\nit is now or later becomes entitled that is necessary in the conduct of such
\nGrantor’s business;<\/p>\n<\/p>\n

iii.Grantors acknowledge and agree that the Lender Group shall have no duties
\nwith respect to any Intellectual Property or Intellectual Property Licenses of
\nany Grantor. Without limiting the generality of this Section 6(g)(iii)<\/u>,
\nGrantors acknowledge and agree that no member of the Lender Group shall be under
\nany obligation to take any steps necessary to preserve rights in the Collateral
\nconsisting of Intellectual Property or Intellectual Property Licenses against
\nany other Person, but any member of the Lender Group may do so at its option
\nfrom and after the occurrence and during the continuance of an Event of Default,
\nand all expenses incurred in connection therewith (including reasonable fees and
\nexpenses of attorneys and other professionals) shall be for the sole account of
\nBorrower and shall be chargeable to the Loan Account;<\/p>\n<\/p>\n

iv.Each Grantor shall promptly file an application with the United States
\nCopyright Office for any Copyright owned by such Grantor that has not been
\nregistered with the United States Copyright Office if such Copyright is
\nnecessary in connection with the conduct of such Grantor’s business. Any
\nexpenses incurred in connection with the foregoing shall be borne by the
\nGrantors;<\/p>\n<\/p>\n

v.On each date on which an IP Reporting Certificate is delivered by Borrowers
\npursuant to Section 5.2<\/u> of the Credit Agreement, each Grantor shall
\nprovide Agent with a written report of all new Patents or Trademarks that are
\nregistered or the subject of pending applications for registrations, and of all
\nIntellectual Property License Agreements that are material to the conduct of
\nsuch Grantor’s business, in each case, which were<\/p>\n<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n

acquired, registered, or for which applications for registration were filed
\nby any Grantor during the prior period and any statement of use or amendment to
\nallege use with respect to intent-to-use trademark applications. In the case of
\nsuch registrations or applications therefor, which were acquired by any Grantor,
\neach such Grantor shall file the necessary documents with the appropriate
\nGovernmental Authority identifying the applicable Grantor as the owner (or as a
\nco-owner thereof, if such is the case) of such Intellectual Property. In each of
\nthe foregoing cases, the applicable Grantor shall promptly cause to be prepared,
\nexecuted, and delivered to Agent supplemental schedules to the applicable Loan
\nDocuments to identify such Patent and Trademark registrations and applications
\ntherefor (with the exception of Trademark applications filed on an intent-to-use
\nbasis for which no statement of use or amendment to allege use has been filed)
\nand Intellectual Property Licenses as being subject to the security interests
\ncreated thereunder;<\/p>\n<\/p>\n

vi.Anything to the contrary in this Agreement notwithstanding, in no event
\nshall any Grantor, either itself or through any agent, employee, licensee, or
\ndesignee, file an application for the registration of any Copyright with the
\nUnited States Copyright Office or any similar office or agency in another
\ncountry without giving Agent written notice thereof at least three (3) Business
\nDays prior to such filing and complying with Section 6(g)(i)<\/u>. Upon
\nreceipt from the United States Copyright Office of notice of registration of any
\nCopyright, each Grantor shall promptly (but in no event later than three (3)
\nBusiness Days following such receipt) notify (but without duplication of any
\nnotice required by Section 6(g)(vi)<\/u>) Agent of such registration by
\ndelivering, or causing to be delivered, to Agent, documentation sufficient for
\nAgent to perfect Agent’s Liens on such Copyright. If any Grantor acquires from
\nany Person any Copyright registered with the United States Copyright Office or
\nan application to register any Copyright with the United States Copyright
\nOffice, such Grantor shall promptly (but in no event later than seven (7)
\nBusiness Days following such acquisition) notify Agent of such acquisition and
\ndeliver, or cause to be delivered, to Agent, documentation sufficient for Agent
\nto perfect Agent’s Liens on such Copyright. In the case of such Copyright
\nregistrations or applications therefor which were acquired by any Grantor, each
\nsuch Grantor shall promptly (but in no event later than three (3) Business Days
\nfollowing such acquisition) file the necessary documents with the appropriate
\nGovernmental Authority identifying the applicable Grantor as the owner (or as a
\nco-owner thereof, if such is the case) of such Copyrights;<\/p>\n<\/p>\n

vii.Each Grantor shall take reasonable steps to maintain the confidentiality
\nof, and otherwise protect and enforce its rights in, the Intellectual Property
\nthat is necessary in the conduct of such Grantor’s business, including, as
\napplicable (A) protecting the secrecy and confidentiality of its confidential
\ninformation and trade secrets by having and enforcing a policy requiring all
\ncurrent employees, consultants, licensees, vendors and contractors with access
\nto such information to execute appropriate confidentiality agreements; (B)
\ntaking actions reasonably necessary to ensure that no trade secret falls into
\nthe public domain; and (C) protecting the secrecy and confidentiality of the
\nsource code of all software programs and applications of which it is the owner
\nor licensee by having and enforcing a policy requiring any licensees (or
\nsublicensees) of such source code to enter into license agreements with
\ncommercially reasonable use and non-disclosure restrictions; and<\/p>\n<\/p>\n

viii.No Grantor shall enter into any Intellectual Property License to receive
\nany license or rights in any Intellectual Property of any other Person unless
\nsuch Grantor has used commercially reasonable efforts to permit the assignment
\nof or grant of a security interest in such Intellectual Property License (and
\nall rights of Grantor thereunder) to the (and any transferees of Agent);<\/p>\n<\/p>\n

(h)Investment Related Property<\/u>.<\/p>\n<\/p>\n

i.If any Grantor shall acquire, obtain, receive or become entitled to receive
\nany Pledged Interests after the Closing Date, it shall promptly (and in any
\nevent within ten (10) Business Days of acquiring or obtaining such Collateral)
\ndeliver to Agent a duly executed Pledged Interests Addendum identifying such
\nPledged Interests; provided<\/u>, that<\/u>, only sixty-five (65%) percent
\nof the total outstanding voting Stock of any Subsidiary of any Grantor that is a
\ncontrolled foreign corporation (and none of the Stock of any Subsidiary of such
\ncontrolled foreign corporation) shall be required to be pledged if pledging a
\ngreater amount would result in adverse tax consequences or the costs to the
\nGrantors of providing such pledge or perfecting the security interests created
\nthereby are unreasonably excessive (as determined by Agent in consultation with
\nGrantors) in relation to the benefits of Agent and the Lenders of the security
\nor guarantee afforded thereby (which pledge, if reasonably requested by Agent,
\nshall be governed by the laws of the jurisdiction of such Subsidiary);<\/p>\n<\/p>\n

ii.Upon the occurrence and during the continuance of an Event of Default,
\nfollowing the<\/p>\n<\/p>\n<\/p>\n

11<\/p>\n

\n

\n<\/p>\n

request of Agent, all sums of money and property paid or distributed in
\nrespect of the Investment Related Property that are received by any Grantor
\nshall be held by the Grantors in trust for the benefit of Agent segregated from
\nsuch Grantor’s other property, and such Grantor shall deliver it forthwith to
\nAgent in the exact form received;<\/p>\n<\/p>\n

iii.Each Grantor shall promptly deliver to Agent a copy of each material
\nnotice or other material communication received by it in respect of any Pledged
\nInterests;<\/p>\n<\/p>\n

iv.No Grantor shall make or consent to any amendment or other modification or
\nwaiver with respect to any Pledged Interests, Pledged Operating Agreement, or
\nPledged Partnership Agreement, or enter into any agreement or permit to exist
\nany restriction with respect to any Pledged Interests if the same is prohibited
\npursuant to the Loan Documents;<\/p>\n<\/p>\n

v.Each Grantor agrees that it will cooperate with Agent in obtaining all
\nnecessary approvals and making all necessary filings under federal, state,
\nlocal, or foreign law to effect the perfection of the Security Interest on the
\nInvestment Related Property or to effect any sale or transfer thereof;<\/p>\n<\/p>\n

vi.As to all limited liability company or partnership interests, issued under
\nany Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor
\nhereby covenants that the Pledged Interests issued pursuant to such agreement
\n(A) are not and shall not be dealt in or traded on securities exchanges or in
\nsecurities markets, (B) do not and will not constitute investment company
\nsecurities, and (C) are not and will not be held by such Grantor in a securities
\naccount. In addition, none of the Pledged Operating Agreements, the Pledged
\nPartnership Agreements, or any other agreements governing any of the Pledged
\nInterests issued under any Pledged Operating Agreement or Pledged Partnership
\nAgreement, provide or shall provide that such Pledged Interests are securities
\ngoverned by Article 8 of the Uniform Commercial Code as in effect in any
\nrelevant jurisdiction.<\/p>\n<\/p>\n

(i)Real Property; Fixtures<\/u>. Each Grantor covenants and agrees that
\nupon the acquisition of any fee interest in Real Property with a fair market
\nvalue in excess of $2,500,000, it will promptly (and in any event within five
\n(5) Business Days of acquisition) notify Agent of the acquisition of such Real
\nProperty and will grant to Agent, for the benefit of the Lender Group and the
\nBank Product Providers, a first priority Mortgage on each fee interest in Real
\nProperty now or hereafter owned by such Grantor and shall deliver such other
\ndocumentation and opinions, in form and substance reasonably satisfactory to
\nAgent, in connection with the grant of such Mortgage as Agent shall request in
\nits Permitted Discretion, including title insurance policies, financing
\nstatements, fixture filings and environmental audits and such Grantor shall pay
\nall recording costs, intangible taxes and other fees and costs (including
\nreasonable attorneys fees and expenses) incurred in connection therewith. Each
\nGrantor acknowledges and agrees that, to the extent permitted by applicable law,
\nall of the Collateral shall remain personal property regardless of the manner of
\nits attachment or affixation to real property;<\/p>\n<\/p>\n

(j)Transfers and Other Liens<\/u>. Grantors shall not (i) sell, assign (by
\noperation of law or otherwise) or otherwise dispose of, or grant any option with
\nrespect to, any of the Collateral, except as expressly permitted by the Credit
\nAgreement, or (ii) create or permit to exist any Lien upon or with respect to
\nany of the Collateral of any Grantor, except for Permitted Liens. The inclusion
\nof Proceeds in the Collateral shall not be deemed to constitute Agent’s consent
\nto any sale or other disposition of any of the Collateral except as expressly
\npermitted in this Agreement or the other Loan Documents; and<\/p>\n<\/p>\n

(k)Controlled Accounts<\/u>.<\/p>\n<\/p>\n

i.Each Grantor shall (A) establish (within ninety (90) days after the Closing
\nDate with respect to Wells Fargo Bank) and maintain cash management services of
\na type and on terms reasonably satisfactory to Agent at one or more of the banks
\nset forth on Schedule 6(k)<\/u> (each a “Controlled Account Bank<\/u>“), and
\nshall take reasonable steps to ensure that all of its and its Subsidiaries’
\nAccount Debtors forward payment of the amounts owed by them directly to such
\nControlled Account Bank, and (B) deposit or cause to be deposited promptly, and
\nin any event no later than the second Business Day after the date of receipt
\nthereof, all of their Collections (including those sent directly by their
\nAccount Debtors to a Grantor) into a bank account of such Grantor (each, a
\n“Controlled Account<\/u>“) at one of the Controlled Account Banks.<\/p>\n<\/p>\n

ii.Each Grantor shall establish and maintain Controlled Account Agreements
\nwith Agent and the applicable Controlled Account Bank, in form and substance
\nreasonably acceptable to Agent. Each such Controlled Account Agreement shall
\nprovide, among other things, that (A) the Controlled Account Bank will<\/p>\n<\/p>\n<\/p>\n

12<\/p>\n

\n

\n<\/p>\n

comply with any instructions originated by Agent directing the disposition of
\nthe funds in such Controlled Account without further consent by the applicable
\nGrantor, (B) the Controlled Account Bank waives, subordinates, or agrees not to
\nexercise any rights of setoff or recoupment or any other claim against the
\napplicable Controlled Account other than for payment of its service fees and
\nother charges directly related to the administration of such Controlled Account
\nand for returned checks or other items of payment, and (C) upon the instruction
\nof Agent (an “Activation Instruction<\/u>“), the Controlled Account Bank will
\nforward by daily sweep all available amounts in the applicable Controlled
\nAccount to the Agent’s Account. Agent agrees not to issue an Activation
\nInstruction with respect to the Controlled Accounts unless a Cash Dominion Event
\nhas occurred and is continuing at the time such Activation Instruction is
\nissued. Agent agrees to promptly rescind an Activation Instruction (the
\n“Rescission<\/u>“) if: (1) the Cash Dominion Event upon which such Activation
\nInstruction was issued has been waived in writing in accordance with the terms
\nof the Credit Agreement or no longer exists in accordance with the terms of the
\ndefinition of Cash Dominion Event, and (2) no additional Cash Dominion Event has
\noccurred and is continuing prior to the date of the Rescission.<\/p>\n<\/p>\n

iii.So long as no Default or Event of Default has occurred and is continuing,
\nBorrowers may amend Schedule 6(k)<\/u> to add or replace a Controlled Account
\nBank or Controlled Account; provided<\/u>, however<\/u>, that (A) such
\nprospective Controlled Account Bank shall be reasonably satisfactory to Agent,
\nand (B) prior to the time of the opening of such Controlled Account, the
\napplicable Grantor and such prospective Controlled Account Bank shall have
\nexecuted and delivered to Agent a Controlled Account Agreement. Each Grantor
\nshall close any of its Controlled Accounts (and establish replacement Controlled
\nAccount accounts in accordance with the foregoing sentence) as promptly as
\npracticable and in any event within forty-five (45) days of notice from Agent
\nthat the operating performance, funds transfer, or availability procedures or
\nperformance of the Controlled Account Bank with respect to Controlled Account
\nAccounts or Agent’s liability under any Controlled Account Agreement with such
\nControlled Account Bank is no longer acceptable in Agent’s reasonable judgment.\n<\/p>\n<\/p>\n

7.Relation to Other Security Documents<\/u>. The provisions of this
\nAgreement shall be read and construed with the other Loan Documents referred to
\nbelow in the manner so indicated.<\/p>\n<\/p>\n

(a)Credit Agreement<\/u>. In the event of any conflict between any
\nprovision in this Agreement and a provision in the Credit Agreement, such
\nprovision of the Credit Agreement shall control.<\/p>\n<\/p>\n

(b)Patent, Trademark, Copyright Security Agreements<\/u>. The provisions of
\nthe Copyright Security Agreements, Trademark Security Agreements, and Patent
\nSecurity Agreements are supplemental to the provisions of this Agreement, and
\nnothing contained in the Copyright Security Agreements, Trademark Security
\nAgreements, or the Patent Security Agreements shall limit any of the rights or
\nremedies of Agent hereunder. In the event of any conflict between any provision
\nin this Agreement and a provision in a Copyright Security Agreement, Trademark
\nSecurity Agreement or Patent Security Agreement, such provision of this
\nAgreement shall control.<\/p>\n<\/p>\n

8.Further Assurances<\/u>.<\/p>\n<\/p>\n

(a)Each Grantor agrees that from time to time, at its own expense, such
\nGrantor will promptly execute and deliver all further instruments and documents,
\nand take all further action, that Agent may reasonably request, in order to
\nperfect and protect the Security Interest granted hereby, to create, perfect or
\nprotect the Security Interest purported to be granted hereby or to enable Agent
\nto exercise and enforce its rights and remedies hereunder with respect to any of
\nthe Collateral.<\/p>\n<\/p>\n

(b)Each Grantor authorizes the filing by Agent of financing or continuation
\nstatements, or amendments thereto, and such Grantor will execute and deliver to
\nAgent such other instruments or notices, as Agent may reasonably request, in
\norder to perfect and preserve the Security Interest granted or purported to be
\ngranted hereby.<\/p>\n<\/p>\n

(c)Each Grantor authorizes Agent at any time and from time to time to file,
\ntransmit, or communicate, as applicable, financing statements and amendments (i)
\ndescribing the Collateral as “all personal property of debtor” or “all assets of
\ndebtor” or words of similar effect, (ii) describing the Collateral as being of
\nequal or lesser scope or with greater detail, or (iii) that contain any
\ninformation required by part 5 of Article 9 of the Code for the sufficiency or
\nfiling office acceptance. Each Grantor also hereby ratifies any and all
\nfinancing statements or amendments previously filed by Agent in any
\njurisdiction.<\/p>\n<\/p>\n

(d)Each Grantor acknowledges that it is not authorized to file any financing
\nstatement or amendment<\/p>\n<\/p>\n<\/p>\n

13<\/p>\n

\n

\n<\/p>\n

or termination statement with respect to any financing statement filed in
\nconnection with this Agreement without the prior written consent of Agent,
\nsubject to such Grantor’s rights under Section 9-509(d)(2) of the Code.<\/p>\n<\/p>\n

9.Agent’s Right to Perform Contracts, Exercise Rights, etc<\/u>. Upon the
\noccurrence and during the continuance of an Event of Default, Agent (or its
\ndesignee) (a) may proceed to perform any and all of the obligations of any
\nGrantor contained in any contract, lease, or other agreement and exercise any
\nand all rights of any Grantor therein contained as fully as such Grantor itself
\ncould, (b) shall have the right to use any Grantor’s rights under Intellectual
\nProperty Licenses in connection with the enforcement of Agent’s rights
\nhereunder, including the right to prepare for sale and sell any and all
\nInventory and Equipment now or hereafter owned by any Grantor and now or
\nhereafter covered by such licenses, and (c) shall have the right to request that
\nany Stock that is pledged hereunder be registered in the name of Agent or any of
\nits nominees.<\/p>\n<\/p>\n

10.Agent Appointed Attorney-in-Fact<\/u>. Each Grantor hereby irrevocably
\nappoints Agent its attorney-in-fact, with full authority in the place and stead
\nof such Grantor and in the name of such Grantor or otherwise, at such time as an
\nEvent of Default has occurred and is continuing under the Credit Agreement, to
\ntake any action and to execute any instrument which Agent may reasonably deem
\nnecessary or advisable to accomplish the purposes of this Agreement, including:\n<\/p>\n<\/p>\n

(a)to ask, demand, collect, sue for, recover, compromise, receive and give
\nacquittance and receipts for moneys due and to become due under or in connection
\nwith the Accounts or any other Collateral of such Grantor;<\/p>\n<\/p>\n

(b)to receive and open all mail addressed to such Grantor and to notify
\npostal authorities to change the address for the delivery of mail to such
\nGrantor to that of Agent;<\/p>\n<\/p>\n

(c)to receive, indorse, and collect any drafts or other instruments,
\ndocuments, Negotiable Collateral or Chattel Paper;<\/p>\n<\/p>\n

(d)to file any claims or take any action or institute any proceedings which
\nAgent may deem necessary or desirable for the collection of any of the
\nCollateral of such Grantor or otherwise to enforce the rights of Agent with
\nrespect to any of the Collateral;<\/p>\n<\/p>\n

(e)to repair, alter, or supply goods, if any, necessary to fulfill in whole
\nor in part the purchase order of any Person obligated to such Grantor in respect
\nof any Account of such Grantor;<\/p>\n<\/p>\n

(f)to use any Intellectual Property or Intellectual Property Licenses of such
\nGrantor, including but not limited to any labels, Patents, Trademarks, trade
\nnames, URLs, domain names, industrial designs, Copyrights, or advertising
\nmatter, in preparing for sale, advertising for sale, or selling Inventory or
\nother Collateral and to collect any amounts due under Accounts, contracts or
\nNegotiable Collateral of such Grantor; and<\/p>\n<\/p>\n

(g)Agent, on behalf of the Lender Group or the Bank Product Providers, shall
\nhave the right, but shall not be obligated, to bring suit in its own name to
\nenforce the Intellectual Property and Intellectual Property Licenses and, if
\nAgent shall commence any such suit, the appropriate Grantor shall, at the
\nrequest of Agent, do any and all lawful acts and execute any and all proper
\ndocuments reasonably required by Agent in aid of such enforcement.<\/p>\n<\/p>\n

To the extent permitted by law, each Grantor hereby ratifies all that such
\nattorney-in-fact shall lawfully do or cause to be done by virtue hereof. This
\npower of attorney is coupled with an interest and shall be irrevocable until
\nthis Agreement is terminated.<\/p>\n<\/p>\n

11.Agent May Perform<\/u>. If any Grantor fails to perform any agreement
\ncontained herein, Agent may itself perform, or cause performance of, such
\nagreement, and the reasonable expenses of Agent incurred in connection therewith
\nshall be payable, jointly and severally, by Grantors.<\/p>\n<\/p>\n

12.Agent’s Duties<\/u>. The powers conferred on Agent hereunder are solely
\nto protect Agent’s interest in the Collateral, for the benefit of the Lender
\nGroup and the Bank Product Providers, and shall not impose any duty upon Agent
\nto exercise any such powers. Except for the safe custody of any Collateral in
\nits actual possession and the accounting for moneys actually received by it
\nhereunder, Agent shall have no duty as to any Collateral or as to the taking of
\nany necessary steps to preserve rights against prior parties or any other rights
\npertaining to any Collateral. Agent shall be deemed to have exercised reasonable
\ncare in the custody and preservation of any Collateral in its actual possession
\nif such Collateral is accorded treatment substantially equal to that which Agent
\naccords its own property.<\/p>\n<\/p>\n<\/p>\n

14<\/p>\n

\n

\n<\/p>\n

13.Collection of Accounts<\/u>, General Intangibles and Negotiable
\nCollateral<\/u>. At any time upon the occurrence and during the continuance of an
\nEvent of Default (but at no other time), Agent or Agent’s designee may (a)
\nnotify Account Debtors of any Grantor that the Accounts, General Intangibles,
\nChattel Paper or Negotiable Collateral of such Grantor have been assigned to
\nAgent, for the benefit of the Lender Group and the Bank Product Providers, or
\nthat Agent has a security interest therein, and (b) collect the Accounts,
\nGeneral Intangibles and Negotiable Collateral of any Grantor directly, and any
\ncollection costs and expenses shall constitute part of such Grantor’s Secured
\nObligations under the Loan Documents.<\/p>\n<\/p>\n

14.Disposition of Pledged Interests by Agent<\/u>. None of the Pledged
\nInterests existing as of the date of this Agreement are, and none of the Pledged
\nInterests hereafter acquired on the date of acquisition thereof will be,
\nregistered or qualified under the various federal or state securities laws of
\nthe United States and disposition thereof after an Event of Default and during
\nthe continuance thereof may be restricted to one or more private (instead of
\npublic) sales in view of the lack of such registration. Each Grantor understands
\nthat in connection with such disposition, Agent may approach only a restricted
\nnumber of potential purchasers and further understands that a sale under such
\ncircumstances may yield a lower price for the Pledged Interests than if the
\nPledged Interests were registered and qualified pursuant to federal and state
\nsecurities laws and sold on the open market. Each Grantor, therefore, agrees
\nthat: (a) if Agent shall, pursuant to the terms of this Agreement, sell or cause
\nthe Pledged Interests or any portion thereof to be sold at a private sale, Agent
\nshall have the right to rely upon the advice and opinion of any nationally
\nrecognized brokerage or investment firm (but shall not be obligated to seek such
\nadvice and the failure to do so shall not be considered in determining the
\ncommercial reasonableness of such action) as to the best manner in which to
\noffer the Pledged Interest or any portion thereof for sale and as to the best
\nprice reasonably obtainable at the private sale thereof; and (b) such reliance
\nshall be conclusive evidence that Agent has handled the disposition in a
\ncommercially reasonable manner.<\/p>\n<\/p>\n

15.Voting and Other Rights in Respect of Pledged Interests<\/u>.<\/p>\n<\/p>\n

(a)Upon the occurrence and during the continuation of an Event of Default,
\n(i) Agent may, at its option, and with two (2) Business Days prior notice to any
\nGrantor, and in addition to all rights and remedies available to Agent under any
\nother agreement, at law, in equity, or otherwise, exercise all voting rights, or
\nany other ownership or consensual rights (including any dividend or distribution
\nrights) in respect of the Pledged Interests owned by such Grantor, but under no
\ncircumstances is Agent obligated by the terms of this Agreement to exercise such
\nrights, and (ii) if Agent duly exercises its right to vote any of such Pledged
\nInterests, each Grantor hereby appoints Agent, such Grantor’s true and lawful
\nattorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any
\nmanner Agent deems advisable for or against all matters submitted or which may
\nbe submitted to a vote of shareholders, partners or members, as the case may be.
\nThe power-of-attorney and proxy granted hereby is coupled with an interest and
\nshall be irrevocable prior to the payment in full of the Secured Obligations in
\naccordance with the provisions of the Credit Agreement and the expiration or
\ntermination of the Commitments.<\/p>\n<\/p>\n

(b)For so long as any Grantor shall have the right to vote the Pledged
\nInterests owned by it, such Grantor covenants and agrees that it will not,
\nwithout the prior written consent of Agent, vote or take any consensual action
\nwith respect to such Pledged Interests which would materially adversely affect
\nthe rights of Agent, the other members of the Lender Group, or the Bank Product
\nProviders, or the value of the Pledged Interests.<\/p>\n<\/p>\n

16.Remedies<\/u>. Upon the occurrence and during the continuance of an
\nEvent of Default:<\/p>\n<\/p>\n

(a)Agent may, and, at the instruction of the Required Lenders, shall exercise
\nin respect of the Collateral, in addition to other rights and remedies provided
\nfor herein, in the other Loan Documents, or otherwise available to it, all the
\nrights and remedies of a secured party on default under the Code or any other
\napplicable law. Without limiting the generality of the foregoing, each Grantor
\nexpressly agrees that, in any such event, Agent without demand of performance or
\nother demand, advertisement or notice of any kind (except a notice specified
\nbelow of time and place of public or private sale) to or upon any Grantor or any
\nother Person (all and each of which demands, advertisements and notices are
\nhereby expressly waived to the maximum extent permitted by the Code or any other
\napplicable law), may take immediate possession of all or any portion of the
\nCollateral and (i) require Grantors to, and each Grantor hereby agrees that it
\nwill at its own expense and upon request of Agent forthwith, assemble all or
\npart of the Collateral as directed by Agent and make it available to Agent at
\none or more locations where such Grantor regularly maintains Inventory, and (ii)
\nwithout notice except as specified below, sell the<\/p>\n<\/p>\n<\/p>\n

15<\/p>\n

\n

\n<\/p>\n

Collateral or any part thereof in one or more parcels at public or private
\nsale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such
\nother terms as Agent may, in good faith, deem commercially reasonable. Each
\nGrantor agrees that, to the extent notice of sale shall be required by law, at
\nleast ten (10) days notice to the applicable Grantor of the time and place of
\nany public sale or the time after which any private sale is to be made shall
\nconstitute reasonable notification and specifically such notice shall constitute
\na reasonable “authenticated notification of disposition” within the meaning of
\nSection 9-611 of the Code. Agent shall not be obligated to make any sale of
\nCollateral regardless of notice of sale having been given. Agent may adjourn any
\npublic or private sale from time to time by announcement at the time and place
\nfixed therefor, and such sale may, without further notice, be made at the time
\nand place to which it was so adjourned. Each Grantor agrees that the internet
\nshall constitute a “place” for purposes of Section 9-610(b) of the Code. Each
\nGrantor agrees that any sale of Collateral to a licensor pursuant to the terms
\nof a license agreement between such licensor and a Grantor is sufficient to
\nconstitute a commercially reasonable sale (including as to method, terms,
\nmanner, and time) within the meaning of Section 9-610 of the Code.<\/p>\n<\/p>\n

(b)Agent is hereby granted a license or other right to use, without liability
\nfor royalties or any other charge, each Grantor’s Intellectual Property,
\nincluding but not limited to, any labels, Patents, Trademarks, trade names,
\nURLs, domain names, industrial designs, Copyrights, and advertising matter,
\nwhether owned by any Grantor or with respect to which any Grantor has rights
\nunder license, sublicense, or other agreements (including any Intellectual
\nProperty License), as it pertains to the Collateral, in preparing for sale,
\nadvertising for sale and selling any Collateral, and each Grantor’s rights under
\nall licenses and all franchise agreements shall inure to the benefit of Agent.\n<\/p>\n<\/p>\n

(c)Agent may, in addition to other rights and remedies provided for herein,
\nin the other Loan Documents, or otherwise available to it under applicable law
\nand without the requirement of notice to or upon any Grantor or any other Person
\n(which notice is hereby expressly waived to the maximum extent permitted by the
\nCode or any other applicable law), (i) with respect to any Grantor’s Deposit
\nAccounts in which Agent’s Liens are perfected by control under Section 9-104 of
\nthe Code, instruct the bank maintaining such Deposit Account for the applicable
\nGrantor to pay the balance of such Deposit Account to or for the benefit of
\nAgent, and (ii) with respect to any Grantor’s Securities Accounts in which
\nAgent’s Liens are perfected by control under Section 9-106 of the Code, instruct
\nthe securities intermediary maintaining such Securities Account for the
\napplicable Grantor to (A) transfer any cash in such Securities Account to or for
\nthe benefit of Agent, or (B) liquidate any financial assets in such Securities
\nAccount that are customarily sold on a recognized market and transfer the cash
\nproceeds thereof to or for the benefit of Agent.<\/p>\n<\/p>\n

(d)Any cash held by Agent as Collateral and all cash proceeds received by
\nAgent in respect of any sale of, collection from, or other realization upon all
\nor any part of the Collateral shall be applied against the Secured Obligations
\nin the order set forth in the Credit Agreement. In the event the proceeds of
\nCollateral are insufficient to satisfy all of the Secured Obligations in full,
\neach Grantor shall remain jointly and severally liable for any such deficiency.\n<\/p>\n<\/p>\n

(e)Each Grantor hereby acknowledges that the Secured Obligations arise out of
\na commercial transaction, and agrees that if an Event of Default shall occur and
\nbe continuing, Agent shall have the right to an immediate writ of possession
\nwithout notice of a hearing. Agent shall have the right to the appointment of a
\nreceiver for the properties and assets of each Grantor, and each Grantor hereby
\nconsents to such rights and such appointment and hereby waives any objection
\nsuch Grantor may have thereto or the right to have a bond or other security
\nposted by Agent.<\/p>\n<\/p>\n

17.Remedies Cumulative<\/u>. Each right, power, and remedy of Agent as
\nprovided for in this Agreement or in the other Loan Documents or now or
\nhereafter existing at law or in equity or by statute or otherwise shall be
\ncumulative and concurrent and shall be in addition to every other right, power,
\nor remedy provided for in this Agreement or in the other Loan Documents or now
\nor hereafter existing at law or in equity or by statute or otherwise, and the
\nexercise or beginning of the exercise by Agent, of any one or more of such
\nrights, powers, or remedies shall not preclude the simultaneous or later
\nexercise by Agent of any or all such other rights, powers, or remedies.<\/p>\n<\/p>\n

18.Marshaling<\/u>. Agent shall not be required to marshal any present or
\nfuture collateral security (including but not limited to the Collateral) for, or
\nother assurances of payment of, the Secured Obligations or any<\/p>\n<\/p>\n<\/p>\n

16<\/p>\n

\n

\n<\/p>\n

of them or to resort to such collateral security or other assurances of
\npayment in any particular order, and all of its rights and remedies hereunder
\nand in respect of such collateral security and other assurances of payment shall
\nbe cumulative and in addition to all other rights and remedies, however existing
\nor arising. To the extent that it lawfully may, each Grantor hereby agrees that
\nit will not invoke any law relating to the marshaling of collateral which might
\ncause delay in or impede the enforcement of Agent’s rights and remedies under
\nthis Agreement or under any other instrument creating or evidencing any of the
\nSecured Obligations or under which any of the Secured Obligations is outstanding
\nor by which any of the Secured Obligations is secured or payment thereof is
\notherwise assured, and, to the extent that it lawfully may, each Grantor hereby
\nirrevocably waives the benefits of all such laws.<\/p>\n<\/p>\n

19.Indemnity and Expenses<\/u>.<\/p>\n<\/p>\n

(a)Each Grantor agrees to indemnify Agent and the other members of the Lender
\nGroup from and against all claims, lawsuits and liabilities (including
\nreasonable attorneys fees) growing out of or resulting from this Agreement
\n(including enforcement of this Agreement) or any other Loan Document to which
\nsuch Grantor is a party, except claims, losses or liabilities resulting from the
\ngross negligence or willful misconduct of the party seeking indemnification as
\ndetermined by a final non-appealable order of a court of competent jurisdiction.
\nThis provision shall survive the termination of this Agreement and the Credit
\nAgreement and the repayment of the Secured Obligations.<\/p>\n<\/p>\n

(b)Grantors, jointly and severally, shall, upon demand, pay to Agent (or
\nAgent, may charge to the Loan Account) all the Lender Group Expenses which Agent
\nmay incur in connection with (i) the administration of this Agreement, (ii) the
\ncustody, preservation, use or operation of, or, upon an Event of Default, the
\nsale of, collection from, or other realization upon, any of the Collateral in
\naccordance with this Agreement and the other Loan Documents, (iii) the exercise
\nor enforcement of any of the rights of Agent hereunder or (iv) the failure by
\nany Grantor to perform or observe any of the provisions hereof.<\/p>\n<\/p>\n

20.Merger, Amendments; Etc<\/u>. THIS AGREEMENT, TOGETHER WITH THE OTHER
\nLOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
\nBE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
\nAGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE
\nPARTIES. No waiver of any provision of this Agreement, and no consent to any
\ndeparture by any Grantor herefrom, shall in any event be effective unless the
\nsame shall be in writing and signed by Agent, and then such waiver or consent
\nshall be effective only in the specific instance and for the specific purpose
\nfor which given. No amendment of any provision of this Agreement shall be
\neffective unless the same shall be in writing and signed by Agent and each
\nGrantor to which such amendment applies.<\/p>\n<\/p>\n

21.Addresses for Notices<\/u>. All notices and other communications
\nprovided for hereunder shall be given in the form and manner and delivered to
\nAgent at its address specified in the Credit Agreement, and to any of the
\nGrantors at their respective addresses specified in the Credit Agreement or
\nGuaranty, as applicable, or, as to any party, at such other address as shall be
\ndesignated by such party in a written notice to the other party.<\/p>\n<\/p>\n

22.Continuing Security Interest: Assignments under Credit Agreement<\/u>.
\nThis Agreement shall create a continuing security interest in the Collateral and
\nshall (a) remain in full force and effect until the Obligations have been paid
\nin full in accordance with the provisions of the Credit Agreement and the
\nCommitments have expired or have been terminated, (b) be binding upon each
\nGrantor, and their respective successors and assigns, and (c) inure to the
\nbenefit of, and be enforceable by, Agent, and its successors, transferees and
\nassigns. Without limiting the generality of the foregoing clause (c), any Lender
\nmay, in accordance with the provisions of the Credit Agreement, assign or
\notherwise transfer all or any portion of its rights and obligations under the
\nCredit Agreement to any other Person, and such other Person shall thereupon
\nbecome vested with all the benefits in respect thereof granted to such Lender
\nherein or otherwise. Upon payment in full of the Secured Obligations in
\naccordance with the provisions of the Credit Agreement and the expiration or
\ntermination of the Commitments, the Security Interest granted hereby shall
\nterminate and all rights to the Collateral shall revert to Grantors or any other
\nPerson entitled thereto. At such time, Agent will immediately authorize the
\nfiling of appropriate termination statements to terminate such Security
\nInterests. No transfer or renewal, extension, assignment, or termination of this
\nAgreement or of the Credit Agreement, any other Loan Document, or any other
\ninstrument or document executed and delivered by any Grantor to Agent nor any
\nadditional Advances or other loans made by any Lender to Borrowers, nor the
\ntaking of further<\/p>\n<\/p>\n<\/p>\n

17<\/p>\n

\n

\n<\/p>\n

security, nor the retaking or re-delivery of the Collateral to Grantors, or
\nany of them, by Agent, nor any other act of the Lender Group or the Bank Product
\nProviders, or any of them, shall release any Grantor from any obligation that
\nexists, except a release or discharge executed in writing by Agent in accordance
\nwith the provisions of the Credit Agreement. Agent shall not by any act, delay,
\nomission or otherwise, be deemed to have waived any of its rights or remedies
\nhereunder, unless such waiver is in writing and signed by Agent and then only to
\nthe extent therein set forth. A waiver by Agent of any right or remedy on any
\noccasion shall not be construed as a bar to the exercise of any such right or
\nremedy which Agent would otherwise have had on any other occasion.<\/p>\n<\/p>\n

23.Governing Law<\/u>.<\/p>\n<\/p>\n

(a)THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION,
\nAND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL
\nMATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED
\nBY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.<\/strong>\n<\/p>\n<\/p>\n

(b)THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
\nCONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
\nAND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS, LOCATED IN THE
\nCOUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED<\/u>, HOWEVER<\/u>, THAT ANY
\nSUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
\nBROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS
\nTO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
\nAGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY
\nRIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM<\/u> NON<\/u>
\nCONVENIENS<\/u> OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT
\nIN ACCORDANCE WITH THIS SECTION 23(b)<\/u>.<\/strong><\/p>\n<\/p>\n

(c)TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH
\nGRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
\nCAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
\nTRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
\nOF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH
\nGRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
\nVOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
\nCOUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A
\nWRITTEN CONSENT TO A TRIAL BY THE COURT.<\/strong><\/p>\n<\/p>\n

24.New Subsidiaries<\/u>. Pursuant to Section 5.11<\/u> of the Credit
\nAgreement, certain Subsidiaries (whether by acquisition or creation) of any
\nGrantor are required to enter into this Agreement by executing and delivering in
\nfavor of Agent a Joinder to this Agreement in substantially the form of
\nAnnex 1<\/u>. Upon the execution and delivery of Annex 1<\/u> by any such
\nnew Subsidiary, such Subsidiary shall become a Grantor hereunder with the same
\nforce and effect as if originally named as a Grantor herein. The execution and
\ndelivery of any instrument adding an additional Grantor as a party to this
\nAgreement shall not require the consent of any Grantor hereunder. The rights and
\nobligations of each Grantor hereunder shall remain in full force and effect
\nnotwithstanding the addition of any new Grantor hereunder.<\/p>\n<\/p>\n

25.Agent<\/u>. Each reference herein to any right granted to, benefit
\nconferred upon or power exercisable by the “Agent” shall be a reference to
\nAgent, for the benefit of each member of the Lender Group and each of the Bank
\nProduct Providers.<\/p>\n<\/p>\n

26.Miscellaneous<\/u>.<\/p>\n<\/p>\n

(a)This Agreement is a Loan Document. This Agreement may be executed in any
\nnumber of counterparts and by different parties on separate counterparts, each
\nof which, when executed and delivered, shall be deemed to be an original, and
\nall of which, when taken together, shall constitute but one and the same
\nAgreement. Delivery of an executed counterpart of this Agreement by
\ntelefacsimile or other electronic method of transmission shall be equally as
\neffective as delivery of an original executed counterpart of this Agreement. Any
\nparty delivering<\/p>\n<\/p>\n<\/p>\n

18<\/p>\n

\n

\n<\/p>\n

an executed counterpart of this Agreement by telefacsimile or other
\nelectronic method of transmission also shall deliver an original executed
\ncounterpart of this Agreement but the failure to deliver an original executed
\ncounterpart shall not affect the validity, enforceability, and binding effect of
\nthis Agreement. The foregoing shall apply to each other Loan Document
\nmutatis mutandis<\/em>.<\/p>\n<\/p>\n

(b)Any provision of this Agreement which is prohibited or unenforceable shall
\nbe ineffective to the extent of such prohibition or unenforceability without
\ninvalidating the remaining provisions hereof in that jurisdiction or affecting
\nthe validity or enforceability of such provision in any other jurisdiction. Each
\nprovision of this Agreement shall be severable from every other provision of
\nthis Agreement for the purpose of determining the legal enforceability of any
\nspecific provision.<\/p>\n<\/p>\n

(c)Headings and numbers have been set forth herein for convenience only.
\nUnless the contrary is compelled by the context, everything contained in each
\nSection applies equally to this entire Agreement.<\/p>\n<\/p>\n

(d)Neither this Agreement nor any uncertainty or ambiguity herein shall be
\nconstrued against any member of the Lender Group or any Grantor, whether under
\nany rule of construction or otherwise. This Agreement has been reviewed by all
\nparties and shall be construed and interpreted according to the ordinary meaning
\nof the words used so as to accomplish fairly the purposes and intentions of all
\nparties hereto.<\/p>\n<\/p>\n

(e)The pronouns used herein shall include, when appropriate, either gender
\nand both singular and plural, and the grammatical construction of sentences
\nshall conform thereto.<\/p>\n<\/p>\n

(f)Unless the context of this Agreement clearly requires otherwise,
\nreferences to the plural include the singular, references to the singular
\ninclude the plural, the terms “includes” and “including” are not limiting, and
\nthe term “or” has, except where otherwise indicated, the inclusive meaning
\nrepresented by the phrase “and\/or”. The words “hereof”, “herein”, “hereby”,
\n“hereunder”, and similar terms in this Agreement refer to this Agreement as a
\nwhole and not to any particular provision of this Agreement. Section,
\nsubsection, clause, schedule, and exhibit references herein are to this
\nAgreement unless otherwise specified. Any reference in this Agreement to any
\nagreement, instrument, or document shall include all alterations, amendments,
\nchanges, extensions, modifications, renewals, replacements, substitutions,
\njoinders, and supplements, thereto and thereof, as applicable (subject to any
\nrestrictions on such alterations, amendments, changes, extensions,
\nmodifications, renewals, replacements, substitutions, joinders, and supplements
\nset forth herein). The words “asset” and “property” shall be construed to have
\nthe same meaning and effect and to refer to any and all tangible and intangible
\nassets and properties, including cash, securities, accounts, and contract
\nrights. Any reference herein to the satisfaction, repayment, or payment in full
\nof the Secured Obligations shall mean the repayment in full in cash (or, in the
\ncase of Letters of Credit or Bank Products, providing Letter of Credit
\nCollateralization or Bank Product Collateralization, as applicable) of all
\nSecured Obligations other than unasserted contingent indemnification Secured
\nObligations and other than any Bank Product Obligations that, at such time, are
\nallowed by the applicable Bank Product Provider to remain outstanding and that
\nare not required by the provisions of the Credit Agreement to be repaid or cash
\ncollateralized. Any reference herein to any Person shall be construed to include
\nsuch Person’s successors and assigns. Any requirement of a writing contained
\nherein shall be satisfied by the transmission of a Record.<\/p>\n<\/p>\n

(g)All of the annexes, schedules and exhibits attached to this Agreement
\nshall be deemed incorporated herein by reference.<\/p>\n<\/p>\n

[signature pages follow]<\/p>\n

\n<\/p>\n

19<\/p>\n

\n

\n<\/p>\n

[SIGNATURE PAGE TO SECURITY AGREEMENT]<\/p>\n

\n

IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement
\nto be executed and delivered as of the day and year first above written.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

GRANTORS:<\/strong><\/p>\n<\/td>\n

\n

AUDIOVOX CORPORATION<\/strong><\/p>\n

By: s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: Sr. Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

AUDIOVOX ACCESSORIES CORP.<\/strong><\/p>\n

By:s\/Loriann Shelton<\/u><\/p>\n

Name: Loriann Shelton<\/p>\n

Title: CFO\/Secretary\/Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

AUDIOVOX ELECTRONICS CORPORATION<\/strong><\/p>\n

By:s\/Loriann Shelton<\/u><\/p>\n

Name: Loriann Shelton<\/p>\n

Title: CFO\/Secretary\/Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

AUDIOVOX CONSUMER ELECTRONICS, INC.<\/strong><\/p>\n

By:s\/Loriann Shelton<\/u><\/p>\n

Name: Loriann Shelton<\/p>\n

Title: CFO\/Secretary\/Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

AMERICAN RADIO CORP.<\/strong>,<\/p>\n

By:s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

CODE SYSTEMS, INC.<\/strong><\/p>\n

By: s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: CFO<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

INVISION AUTOMOTIVE SYSTEMS, INC.<\/strong><\/p>\n

By: s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

20<\/p>\n

\n

\n<\/p>\n

[SIGNATURES CONTINUED ON NEXT PAGE]<\/p>\n

\n

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

KLIPSCH GROUP, INC.<\/strong><\/p>\n

By: s\/Frederick L. Farrar<\/u><\/p>\n

Name: Frederick L. Farrar<\/p>\n

Title: Executive Vice President\/CFO\/ Treasurer\/Assistant Secretary<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

BATTERIES.COM, LLC<\/strong><\/p>\n

By: s\/Loriann Shelton<\/u><\/p>\n

Name: Loriann Shelton<\/p>\n

Title: Secretary<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

SOUNDTECH LLC<\/strong><\/p>\n

By: s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: Vice President\/Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

AUDIOVOX WEBSALES LLC<\/strong><\/p>\n

By: s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M Stoehr<\/p>\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

CARIBBEAN TECHNICAL EXPORT, INC.<\/strong><\/p>\n

By: s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

LATIN AMERICA EXPORTS CORP.<\/strong><\/p>\n

By: s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

OMEGA RESEARCH AND DEVELOPMENT TECHNOLOGY LLC<\/strong><\/p>\n

By: s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: Treasurer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

21<\/p>\n

\n

\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

TECHNUITY, INC.<\/strong><\/p>\n

By: s\/Loriann Shelton<\/u><\/p>\n

Name: Loriann Shelton<\/p>\n

Title: Secretary<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

ELECTRONICS TRADEMARK HOLDING COMPANY, LLC<\/strong><\/p>\n

By:s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

22<\/p>\n

\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

KLIPSCH GROUP EUROPE – DENMARK<\/strong><\/p>\n

By:s\/Frederick L. Farrar<\/u><\/p>\n

Name: Frederick L. Farrar<\/p>\n

Title: Manager<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

KLIPSCH GROUP EUROPE – FRANCE <\/strong><\/p>\n

By:s\/Frederick L. Farrar<\/u><\/p>\n

Name: Frederick L. Farrar<\/p>\n

Title: Co-Manager<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

AUDIOVOX MEXICO S. DE R.L. DE C.V.<\/strong><\/p>\n

By:s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: Manager<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

AUDIOVOX VENEZUELA C.A.<\/strong><\/p>\n

By:s\/Charles M. Stoehr<\/u><\/p>\n

Name: Charles M. Stoehr<\/p>\n

Title: Vice President<\/p>\n

KLIPSCH GROUP EUROPE, B.V.<\/strong><\/p>\n

By:s\/Frederick L. Farrar<\/u><\/p>\n

Name: Frederick L. Farrar<\/p>\n

Title: Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

23<\/p>\n

\n

\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

AGENT:<\/strong><\/p>\n<\/td>\n

\n

WELLS FARGO CAPITAL FINANCE, LLC<\/strong>, a Delaware limited
\nliability company<\/p>\n

By: s\/Richard K. Schultz<\/u><\/p>\n

Name: Richard K. Schultz<\/p>\n

Title: Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

24<\/p>\n

\n

\n<\/p>\n

SCHEDULE 1<\/u><\/strong><\/p>\n

\n

COMMERCIAL TORT CLAIMS<\/p>\n

\n

[include specific case caption or descriptions per Official
\nCode Comment 5 to Section 9-108 of the Code]<\/p>\n

\n<\/p>\n

25<\/p>\n

\n

\n<\/p>\n

SCHEDULE 2<\/u><\/strong><\/p>\n

\n

COPYRIGHTS<\/p>\n

\n<\/p>\n

26<\/p>\n

\n

\n<\/p>\n

SCHEDULE 3<\/u><\/strong><\/p>\n

\n

INTELLECTUAL PROPERTY LICENSES<\/p>\n

\n<\/p>\n

27<\/p>\n

\n

\n<\/p>\n

SCHEDULE 4<\/u><\/strong><\/p>\n

\n

PATENTS<\/p>\n

\n<\/p>\n

28<\/p>\n

\n

\n<\/p>\n

SCHEDULE 5<\/u><\/strong><\/p>\n

\n

TRADEMARKS<\/p>\n

\n<\/p>\n

29<\/p>\n

\n

\n<\/p>\n

SCHEDULE 6<\/u><\/strong><\/p>\n

\n

PLEDGED COMPANIES<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Grantor<\/strong><\/p>\n<\/td>\n

\n

Name of Pledged Company<\/strong><\/p>\n<\/td>\n

\n

Number of Shares\/Units<\/strong><\/p>\n<\/td>\n

\n

Class of Interests<\/strong><\/p>\n<\/td>\n

\n

Percentage of Class Owned<\/strong><\/p>\n<\/td>\n

\n

Certificate Nos.<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Corporation<\/p>\n<\/td>\n

\n

Audiovox Accessories Corporation<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n

\n

NPV<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Corporation<\/p>\n<\/td>\n

\n

Audiovox Consumer Electronics, Inc.<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n

\n

NPV<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Corporation<\/p>\n<\/td>\n

\n

Audiovox Electronics Corporation<\/p>\n<\/td>\n

\n

100<\/p>\n<\/td>\n

\n

NPV<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Corporation<\/p>\n<\/td>\n

\n

American Radio Corp.<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n

\n

NPV<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Corporation<\/p>\n<\/td>\n

\n

Soundtech LLC<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Corporation<\/p>\n<\/td>\n

\n

Latin America Exports Corp.<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n

\n

NPV<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Corporation<\/p>\n<\/td>\n

\n

Electronics Trademark Holding Company, LLC<\/p>\n<\/td>\n

\n

2<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n

\n

4<\/p>\n<\/td>\n<\/tr>\n

\n

Soundtech LLC<\/p>\n<\/td>\n

\n

Klipsch Group, Inc.<\/p>\n<\/td>\n

\n

1,719,834.70<\/p>\n<\/td>\n

\n

Non-Voting Common<\/p>\n<\/td>\n

<\/td>\n\n

NV-53<\/p>\n<\/td>\n<\/tr>\n

\n

Soundtech LLC<\/p>\n<\/td>\n

\n

Klipsch Group, Inc.<\/p>\n<\/td>\n

\n

187,315.30<\/p>\n<\/td>\n

\n

Voting Common<\/p>\n<\/td>\n

<\/td>\n\n

V-44<\/p>\n<\/td>\n<\/tr>\n

\n

Soundtech LLC<\/p>\n<\/td>\n

\n

Klipsch Group, Inc.<\/p>\n<\/td>\n

\n

1,450,557<\/p>\n<\/td>\n

\n

Series A Preferred<\/p>\n<\/td>\n

<\/td>\n\n

A-16<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Electronics Corporation<\/p>\n<\/td>\n

\n

Invision Automotive Systems Inc.<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n

\n

NPV<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Electronics Corporation<\/p>\n<\/td>\n

\n

Code Systems, Inc.<\/p>\n<\/td>\n

\n

4,005<\/p>\n<\/td>\n

\n

NPV<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Electronics Corporation<\/p>\n<\/td>\n

\n

Audiovox Websales LLC<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Electronics Corporation<\/p>\n<\/td>\n

\n

Omega Research and Development Technology LLC<\/p>\n<\/td>\n

\n

100<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Accessories Corporation<\/p>\n<\/td>\n

\n

Batteries.com, LLC<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Accessories Corporation<\/p>\n<\/td>\n

\n

Technuity, Inc.<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n

\n

NPV<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Corporation<\/p>\n<\/td>\n

\n

Audiovox Canada Limited<\/p>\n<\/td>\n

\n

1,000<\/p>\n<\/td>\n

\n

NPV<\/p>\n<\/td>\n

\n

100%<\/p>\n<\/td>\n

\n

COM-1<\/p>\n<\/td>\n<\/tr>\n

\n

Klipsch Group, Inc.<\/p>\n<\/td>\n

\n

Audio Products International Corp.<\/p>\n<\/td>\n

\n

1,000<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n

\n

C-1<\/p>\n<\/td>\n<\/tr>\n

\n

Klipsch Group, Inc.<\/p>\n<\/td>\n

\n

Klipsch Group Europe, B.V.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

100%<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Klipsch Group Europe, B.V.<\/p>\n<\/td>\n

\n

Klipsch Group Europe – France<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

100%<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Klipsch Group Europe, B.V.<\/p>\n<\/td>\n

\n

Klipsch Group Europe – Denmark<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

100%<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

30<\/p>\n

\n

\n<\/p>\n

SCHEDULE 6(k)<\/u><\/strong><\/p>\n

\n

CONTROLLED ACCOUNT BANKS<\/p>\n

\n<\/p>\n

31<\/p>\n

\n

\n<\/p>\n

SCHEDULE 7<\/u><\/strong><\/p>\n

\n

OWNED REAL PROPERTY<\/p>\n

\n<\/p>\n

32<\/p>\n

\n

\n<\/p>\n

SCHEDULE 8<\/u><\/strong><\/p>\n

\n

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Grantor<\/u><\/p>\n<\/td>\n

\n

Jurisdictions<\/u><\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Corporation<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Accessories Corporation<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Consumer Electronics, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Electronics Corporation<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

American Radio Corp.<\/p>\n<\/td>\n

\n

Georgia<\/p>\n<\/td>\n<\/tr>\n

\n

Code Systems, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Invision Automotive Systems Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Klipsch Group, Inc.<\/p>\n<\/td>\n

\n

Indiana<\/p>\n<\/td>\n<\/tr>\n

\n

Batteries.Com, LLC<\/p>\n<\/td>\n

\n

Indiana<\/p>\n<\/td>\n<\/tr>\n

\n

Soundtech LLC<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Websales LLC<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Omega Research and Development Technology LLC<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Latin America Exports Corp.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Technuity, Inc.<\/p>\n<\/td>\n

\n

Indiana<\/p>\n<\/td>\n<\/tr>\n

\n

Carribean Technical Export, Inc.<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Electronics Trademark Holding Company, LLC<\/p>\n<\/td>\n

\n

Delaware<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Venezuela C.A.<\/p>\n<\/td>\n

\n

District of Columbia<\/p>\n<\/td>\n<\/tr>\n

\n

Audiovox Mexico, S. de R.L. de C.V.<\/p>\n<\/td>\n

\n

District of Columbia<\/p>\n<\/td>\n<\/tr>\n

\n

Klipsch Group Europe – Denmark<\/p>\n<\/td>\n

\n

District of Columbia<\/p>\n<\/td>\n<\/tr>\n

\n

Klipsch Group Europe – France Sarl<\/p>\n<\/td>\n

\n

District of Columbia<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

33<\/p>\n

\n

\n<\/p>\n

ANNEX 1 TO SECURITY AGREEMENT<\/p>\n

\n

FORM OF JOINDER<\/p>\n

\n

Joinder No. ____ (this “Joinder<\/u>“), dated as of _______________, to the
\nSecurity Agreement, dated as of ___________ __, 20__ (as amended, restated,
\nsupplemented, or otherwise modified from time to time, the “Security
\nAgreement<\/u>“), by and among each of the parties listed on the signature pages
\nthereto and those additional entities that thereafter become parties thereto
\n(collectively, jointly and severally, “Grantors<\/u>” and each, individually,
\na “Grantor<\/u>“) and WELLS FARGO CAPITAL FINANCE, LLC<\/strong>, a
\nDelaware limited liability company (“WFCF<\/u>“), in its capacity as agent for
\nthe Lender Group and the Bank Product Providers (in such capacity, together with
\nits successors and assigns in such capacity, “Agent<\/u>“).<\/p>\n<\/p>\n

W I T N E S S E T H:<\/p>\n

\n

WHEREAS, pursuant to the Credit Agreement, dated __________, 2011 (as
\namended, restated, supplemented, or otherwise modified from time to time, the
\n“Credit Agreement<\/u>“), by and among Audiovox Corporation, a Delaware
\ncorporation (“Parent<\/u>“), Audiovox Accessories Corp., a Delaware
\ncorporation (“ACC<\/u>“), Audiovox Electronics Corporation, a Delaware
\ncorporation (“AEC<\/u>“), Audiovox Consumer Electronics, Inc., a Delaware
\ncorporation (“ACEI<\/u>“), American Radio Corp., a Delaware corporation
\n(“ARC<\/u>“), Code Systems, Inc., a Delaware corporation (“CSI<\/u>“),
\nInvision Automotive Systems, Inc., a Delaware corporation (“IAS<\/u>“),
\nBatteries.com, LLC, an Indiana limited liability company (“Batteries<\/u>“)
\nand Klipsch Group, Inc. (“Klipsch<\/u>” and together with each of ACC, AEC,
\nACEI, ARC, CSI, IAS and Batteries, each, individually, a “Borrower<\/u>” and,
\ncollectively, “Borrowers<\/u>“), the lenders party thereto as “Lenders” (such
\nLenders, together with their respective successors and assigns in such capacity,
\neach, individually, a “Lender<\/u>” and, collectively, the “Lenders<\/u>“)
\nand Agent, the Lender Group has agreed to make certain financial accommodations
\navailable to Borrowers from time to time pursuant to the terms and conditions
\nthereof; and<\/p>\n<\/p>\n

WHEREAS, initially capitalized terms used herein and not otherwise defined
\nherein shall have the meanings assigned to such terms in the Security Agreement
\nor, if not defined therein, in the Credit Agreement; and<\/p>\n<\/p>\n

WHEREAS, Grantors have entered into the Security Agreement in order to induce
\nthe Lender Group to make certain financial accommodations to Borrower; and<\/p>\n<\/p>\n

WHEREAS, pursuant to Section 5.11<\/u> of the Credit Agreement and
\nSection 24<\/u> of the Security Agreement, certain Subsidiaries of the Loan
\nParties, must execute and deliver certain Loan Documents, including the Security
\nAgreement, and the joinder to the Security Agreement by the undersigned new
\nGrantor or Grantors (collectively, the “New Grantors<\/u>“) may be
\naccomplished by the execution of this Joinder in favor of Agent, for the benefit
\nof the Lender Group and the Bank Product Providers; and<\/p>\n<\/p>\n

WHEREAS, each New Grantor (a) is [an Affiliate] [a Subsidiary] of [Parent]
\n[Borrowers] and, as such, will benefit by virtue of the financial accommodations
\nextended to Borrowers by the Lender Group and (b) by becoming a Loan Party will
\nbenefit from certain rights granted to the Loan Parties pursuant to the terms of
\nthe Loan Documents;<\/p>\n<\/p>\n

NOW, THEREFORE, for and in consideration of the foregoing and other good and
\nvaluable consideration, the receipt and sufficiency of which are hereby
\nacknowledged, each New Grantor hereby agrees as follows:<\/p>\n<\/p>\n

1.In accordance with Section 24<\/u> of the Security Agreement, each New
\nGrantor, by its signature below, becomes a “Grantor” under the Security
\nAgreement with the same force and effect as if originally named therein as a
\n“Grantor” and each New Grantor hereby (a) agrees to all of the terms and
\nprovisions of the Security Agreement applicable to it as a “Grantor” thereunder
\nand (b) represents and warrants that the representations and warranties made by
\nit as a “Grantor” thereunder are true and correct in all material respects
\n(except that such materiality qualifier shall not be applicable to any
\nrepresentations and warranties that are already qualified or modified by
\nmateriality in the text thereof) on and as of the date hereof. In furtherance of
\nthe foregoing, each New Grantor does hereby unconditionally grant, assign, and
\npledge to Agent, for the benefit of the Lender Group and the Bank Product
\nProviders, to secure the Secured Obligations, a continuing security interest in
\nand to all of such New Grantor’s right, title and interest in and to the
\nCollateral. Schedule 1<\/u>, “Commercial Tort Claims”, Schedule 2<\/u>,
\n“Copyrights”, Schedule 3<\/u>, “Intellectual Property Licenses”, Schedule
\n4<\/u>, “Patents”, Schedule 5<\/u>, “Trademarks”, Schedule 6<\/u>, “Pledged
\nCompanies”, Schedule 6(k)<\/u>, “Controlled Account Banks”, Schedule
\n7<\/u>, “Owned Real<\/p>\n<\/p>\n<\/p>\n

34<\/p>\n

\n

\n<\/p>\n

Property”, and Schedule 8<\/u>, “List of Uniform Commercial Code Filing
\nJurisdictions” attached hereto supplement Schedule 1, Schedule 2, Schedule 3,
\nSchedule 4, Schedule 5, Schedule 6, Schedule 6(k), Schedule 7, and Schedule 8,
\nrespectively, to the Security Agreement and shall be deemed a part thereof for
\nall purposes of the Security Agreement. Each reference to a “Grantor” in the
\nSecurity Agreement shall be deemed to include each New Grantor. The Security
\nAgreement is incorporated herein by reference. Each New Grantor authorizes Agent
\nat any time and from time to time to file, transmit, or communicate, as
\napplicable, financing statements and amendments thereto (i) describing the
\nCollateral as “all personal property of debtor” or “all assets of debtor” or
\nwords of similar effect, (ii) describing the Collateral as being of equal or
\nlesser scope or with greater detail, or (iii) that contain any information
\nrequired by part 5 of Article 9 of the Code for the sufficiency or filing office
\nacceptance. Each New Grantor also hereby ratifies any and all financing
\nstatements or amendments previously filed by Agent in any jurisdiction in
\nconnection with the Loan Documents.<\/p>\n<\/p>\n

2.Each New Grantor represents and warrants to Agent, the Lender Group and the
\nBank Product Providers that this Joinder has been duly executed and delivered by
\nsuch New Grantor and constitutes its legal, valid, and binding obligation,
\nenforceable against it in accordance with its terms, except as enforceability
\nthereof may be limited by bankruptcy, insolvency, reorganization, fraudulent
\ntransfer, moratorium, or other similar laws affecting creditors’ rights
\ngenerally and general principles of equity (regardless of whether such
\nenforceability is considered in a proceeding at law or in equity).<\/p>\n<\/p>\n

3.This Joinder is a Loan Document. This Joinder may be executed in any number
\nof counterparts and by different parties on separate counterparts, each of
\nwhich, when executed and delivered, shall be deemed to be an original, and all
\nof which, when taken together, shall constitute but one and the same Joinder.
\nDelivery of an executed counterpart of this Joinder by telefacsimile or other
\nelectronic method of transmission shall be equally as effective as delivery of
\nan original executed counterpart of this Joinder. Any party delivering an
\nexecuted counterpart of this Joinder by telefacsimile or other electronic method
\nof transmission also shall deliver an original executed counterpart of this
\nJoinder but the failure to deliver an original executed counterpart shall not
\naffect the validity, enforceability, and binding effect of this Joinder.<\/p>\n<\/p>\n

4.The Security Agreement, as supplemented hereby, shall remain in full force
\nand effect.<\/p>\n<\/p>\n

5.THE VALIDITY OF THIS JOINDER, THE CONSTRUCTION, INTERPRETATION, AND
\nENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL
\nMATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED
\nBY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.<\/p>\n<\/p>\n

6.THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
\nWITH THIS JOINDER SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE
\nEXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW
\nYORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
\nAGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN
\nTHE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE
\nSUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH NEW GRANTOR
\nWAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO
\nASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT
\nANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 6.<\/p>\n<\/p>\n

7.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH NEW
\nGRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
\nCAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS JOINDER OR ANY OF THE
\nTRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
\nOF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH NEW
\nGRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
\nVOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
\nCOUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS JOINDER MAY BE FILED AS A
\nWRITTEN CONSENT TO A TRIAL BY THE COURT.<\/p>\n<\/p>\n

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]<\/p>\n

\n<\/p>\n

35<\/p>\n

\n

\n<\/p>\n

[SIGNATURE PAGE TO JOINDER NO. ___ TO SECURITY AGREEMENT]<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the
\nSecurity Agreement to be executed and delivered as of the day and year first
\nabove written.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

NEW GRANTORS:<\/strong><\/p>\n<\/td>\n

\n

[NAME OF NEW GRANTOR]<\/strong><\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

[NAME OF NEW GRANTOR]<\/strong><\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

\n

AGENT:<\/strong><\/p>\n<\/td>\n

\n

WELLS FARGO CAPITAL FINANCE, LLC<\/strong>, a Delaware limited
\nliability company<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

36<\/p>\n

\n

\n<\/p>\n

EXHIBIT A<\/u><\/strong><\/p>\n

\n

COPYRIGHT SECURITY AGREEMENT<\/u><\/strong><\/p>\n

\n

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is
\nmade this ___ day of ___________, 2011, by and among Grantors listed on the
\nsignature pages hereof (collectively, jointly and severally, “Grantors<\/u>”
\nand each individually “Grantor<\/u>“), and WELLS FARGO CAPITAL
\nFINANCE, LLC<\/strong>, a Delaware limited liability company (“WFCF<\/u>“), in
\nits capacity as agent for the Lender Group and the Bank Product Providers (in
\nsuch capacity, together with its successors and assigns in such capacity,
\n“Agent<\/u>“).<\/p>\n<\/p>\n

W<\/u> I<\/u> T<\/u> N<\/u> E<\/u> S<\/u> S<\/u>
\nE<\/u> T<\/u> H<\/u>:<\/p>\n

\n

WHEREAS, pursuant to the Credit Agreement, dated of even date herewith (as
\namended, restated, supplemented, or otherwise modified from time to time, the
\n“Credit Agreement<\/u>“), by and among Audiovox Corporation, a Delaware
\ncorporation (“Parent<\/u>“), Audiovox Accessories Corp., a Delaware
\ncorporation (“ACC<\/u>“), Audiovox Electronics Corporation, a Delaware
\ncorporation (“AEC<\/u>“), Audiovox Consumer Electronics, Inc., a Delaware
\ncorporation (“ACEI<\/u>“), American Radio Corp., a Delaware corporation
\n(“ARC<\/u>“), Code Systems, Inc., a Delaware corporation (“CSI<\/u>“),
\nInvision Automotive Systems, Inc., a Delaware corporation (“IAS<\/u>“),
\nBatteries.com, LLC, an Indiana limited liability company (“Batteries<\/u>“)
\nand Klipsch Group, Inc. (“Klipsch<\/u>” and together with each of ACC, AEC,
\nACEI, ARC, CSI, IAS and Batteries, each, individually, a “Borrower<\/u>” and,
\ncollectively, “Borrowers<\/u>“), the lenders party thereto as
\n“Lenders<\/u>” (such Lenders, together with their respective successors and
\nassigns in such capacity, each, individually, a “Lender<\/u>” and,
\ncollectively, the “Lenders<\/u>“) and Agent, the Lender Group has agreed to
\nmake certain financial accommodations available to Borrowers from time to time
\npursuant to the terms and conditions thereof; and<\/p>\n<\/p>\n

WHEREAS, the members of the Lender Group are willing to make the financial
\naccommodations to Borrowers as provided for in the Credit Agreement, but only
\nupon the condition, among others, that Grantors shall have executed and
\ndelivered to Agent, for the benefit of the Lender Group and the Bank Product
\nProviders, the Security Agreement, dated of even date herewith (including all
\nannexes, exhibits or schedules thereto, as from time to time amended, restated,
\nsupplemented or otherwise modified, the “Security Agreement<\/u>“); and<\/p>\n<\/p>\n

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute
\nand deliver to Agent, for the benefit of the Lender Group and the Bank Product
\nProviders, this Copyright Security Agreement;<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
\ncontained and for other good and valuable consideration, the receipt and
\nsufficiency of which are hereby acknowledged, Grantors hereby agree as follows:\n<\/p>\n<\/p>\n

1.DEFINED TERMS<\/u>. All initially capitalized terms used but not
\notherwise defined herein have the meanings given to them in the Security
\nAgreement or, if not defined therein, in the Credit Agreement.<\/p>\n<\/p>\n

2.GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL<\/u>. Each Grantor
\nhereby unconditionally grants, assigns, and pledges to Agent, for the benefit
\neach member of the Lender Group and each of the Bank Product Providers, to
\nsecure the Secured Obligations, a continuing security interest (referred to in
\nthis Copyright Security Agreement as the “Security Interest”) in all of such
\nGrantor’s right, title and interest in and to the following, whether now owned
\nor hereafter acquired or arising (collectively, the “Copyright
\nCollateral<\/u>“):<\/p>\n<\/p>\n

a.all of such Grantor’s Copyrights and Copyright Intellectual Property
\nLicenses to which it is a party including those referred to on Schedule
\nI<\/u>;<\/p>\n<\/p>\n

b.all renewals or extensions of the foregoing; and<\/p>\n<\/p>\n

c.all products and proceeds of the foregoing, including any claim by such
\nGrantor against third parties for past, present or future infringement of any
\nCopyright or any Copyright exclusively licensed under any Intellectual Property
\nLicense, including the right to receive damages, or the right to receive license
\nfees, royalties, and other compensation under any Copyright Intellectual
\nProperty License.<\/p>\n<\/p>\n

3.SECURITY FOR SECURED OBLIGATIONS<\/u>. This Copyright Security Agreement
\nand the Security Interest created hereby secures the payment and performance of
\nthe Secured Obligations, whether now existing or arising hereafter. Without
\nlimiting the generality of the foregoing, this Copyright Security Agreement<\/p>\n<\/p>\n<\/p>\n

37<\/p>\n

\n

\n<\/p>\n

secures the payment of all amounts which constitute part of the Secured
\nObligations and would be owed by Grantors, or any of them, to Agent, the Lender
\nGroup, the Bank Product Providers or any of them, whether or not they are
\nunenforceable or not allowable due to the existence of an Insolvency Proceeding
\ninvolving any Grantor.<\/p>\n<\/p>\n

4.SECURITY AGREEMENT<\/u>. The Security Interest granted pursuant to this
\nCopyright Security Agreement is granted in conjunction with the security
\ninterests granted to Agent, for the benefit of the Lender Group and the Bank
\nProduct Providers, pursuant to the Security Agreement. Each Grantor hereby
\nacknowledges and affirms that the rights and remedies of Agent with respect to
\nthe Security Interest in the Copyright Collateral made and granted hereby are
\nmore fully set forth in the Security Agreement, the terms and provisions of
\nwhich are incorporated by reference herein as if fully set forth herein. To the
\nextent there is any inconsistency between this Copyright Security Agreement and
\nthe Security Agreement, the Security Agreement shall control.<\/p>\n<\/p>\n

5.AUTHORIZATION TO SUPPLEMENT<\/u>. Grantors shall give Agent prior written
\nnotice of no less than three (3) Business Days before filing any additional
\napplication for registration of any copyright and prompt notice in writing of
\nany additional copyright registrations granted therefor after the date hereof.
\nWithout limiting Grantors’ obligations under this Section, Grantors hereby
\nauthorize Agent unilaterally to modify this Copyright Security Agreement by
\namending Schedule I<\/u> to include any future United States registered
\ncopyrights or applications therefor of each Grantor. Notwithstanding the
\nforegoing, no failure to so modify this Copyright Security Agreement or amend
\nSchedule I<\/u> shall in any way affect, invalidate or detract from Agent’s
\ncontinuing security interest in all Collateral, whether or not listed on
\nSchedule I<\/u>.<\/p>\n<\/p>\n

6.COUNTERPARTS<\/u>. This Copyright Security Agreement may be executed in
\nany number of counterparts and by different parties on separate counterparts,
\neach of which, when executed and delivered, shall be deemed to be an original,
\nand all of which, when taken together, shall constitute but one and the same
\nCopyright Security Agreement. Delivery of an executed counterpart of this
\nCopyright Security Agreement by telefacsimile or other electronic method of
\ntransmission shall be equally as effective as delivery of an original executed
\ncounterpart of this Copyright Security Agreement. Any party delivering an
\nexecuted counterpart of this Copyright Security Agreement by telefacsimile or
\nother electronic method of transmission also shall deliver an original executed
\ncounterpart of this Copyright Security Agreement but the failure to deliver an
\noriginal executed counterpart shall not affect the validity, enforceability, and
\nbinding effect of this Copyright Security Agreement.<\/p>\n<\/p>\n

7.CONSTRUCTION<\/u>. This Copyright Security Agreement is a Loan Document.
\nUnless the context of this Copyright Security Agreement clearly requires
\notherwise, references to the plural include the singular, references to the
\nsingular include the plural, the terms “includes” and “including” are not
\nlimiting, and the term “or” has, except where otherwise indicated, the inclusive
\nmeaning represented by the phrase “and\/or”. The words “hereof”, “herein”,
\n“hereby”, “hereunder”, and similar terms in this Copyright Security Agreement
\nrefer to this Copyright Security Agreement as a whole and not to any particular
\nprovision of this Copyright Security Agreement. Section, subsection, clause,
\nschedule, and exhibit references herein are to this Copyright Security Agreement
\nunless otherwise specified. Any reference in this Copyright Security Agreement
\nto any agreement, instrument, or document shall include all alterations,
\namendments, changes, extensions, modifications, renewals, replacements,
\nsubstitutions, joinders, and supplements, thereto and thereof, as applicable
\n(subject to any restrictions on such alterations, amendments, changes,
\nextensions, modifications, renewals, replacements, substitutions, joinders, and
\nsupplements set forth herein). The words “asset” and “property” shall be
\nconstrued to have the same meaning and effect and to refer to any and all
\ntangible and intangible assets and properties, including cash, securities,
\naccounts, and contract rights. Any reference herein to the satisfaction,
\nrepayment, or payment in full of the Secured Obligations shall mean the
\nrepayment in full in cash (or, in the case of Letters of Credit or Bank
\nProducts, providing Letter of Credit Collateralization or Bank Product
\nCollateralization, as applicable) of all Secured Obligations other than
\nunasserted contingent indemnification Secured Obligations and other than any
\nBank Product Obligations that, at such time, are allowed by the applicable Bank
\nProduct Provider to remain outstanding and that are not required by the
\nprovisions of the Credit Agreement to be repaid or cash collateralized. Any
\nreference herein to any Person shall be construed to include such Person’s
\nsuccessors and assigns. Any requirement of a writing contained herein shall be
\nsatisfied by the transmission of a Record.<\/p>\n<\/p>\n

8.THE VALIDITY OF THIS COPYRIGHT SECURITY AGREEMENT, THE
\nCONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE
\nPARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED
\n<\/strong><\/p>\n<\/p>\n<\/p>\n

38<\/p>\n

\n

\n<\/p>\n

HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
\nACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.<\/strong><\/p>\n<\/p>\n

9.THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
\nCONNECTION WITH THIS COPYRIGHT SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED
\nONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS
\nLOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED<\/u>,
\nHOWEVER<\/u>, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
\nOTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY
\nJURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR
\nOTHER PROPERTY MAY BE FOUND. AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT
\nPERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE
\nOF FORUM<\/u> NON<\/u> CONVENIENS<\/u> OR TO OBJECT TO VENUE TO THE EXTENT
\nANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9<\/u>.<\/strong><\/p>\n<\/p>\n

10.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH
\nGRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
\nCAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
\nTRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
\nOF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH
\nGRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
\nVOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
\nCOUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS COPYRIGHT SECURITY AGREEMENT
\nMAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.<\/strong><\/p>\n<\/p>\n

[SIGNATURE PAGE FOLLOWS]<\/p>\n

\n<\/p>\n

39<\/p>\n

\n

\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security
\nAgreement to be executed and delivered as of the day and year first above
\nwritten.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

NEW GRANTORS:<\/strong><\/p>\n<\/td>\n

\n

______________________________<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

______________________________<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

\n

AGENT:<\/strong><\/p>\n<\/td>\n

\n

ACCEPTED AND ACKNOWLEDGED BY:<\/strong><\/p>\n

WELLS FARGO CAPITAL FINANCE, LLC<\/strong>, a Delaware limited
\nliability company<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

40<\/p>\n

\n

\n<\/p>\n

SCHEDULE I<\/u><\/p>\n

\n

TO<\/u><\/p>\n

\n

COPYRIGHT SECURITY AGREEMENT<\/u><\/strong><\/p>\n

\n

COPYRIGHT REGISTRATIONS<\/u><\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Grantor<\/strong><\/p>\n<\/td>\n

\n

Country<\/strong><\/p>\n<\/td>\n

\n

Copyright<\/strong><\/p>\n<\/td>\n

\n

Registration No.<\/strong><\/p>\n<\/td>\n

\n

Registration Date<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Copyright Licenses<\/u><\/strong><\/p>\n

\n<\/p>\n

41<\/p>\n

\n

\n<\/p>\n

EXHIBIT B<\/u><\/strong><\/p>\n

\n

PATENT SECURITY AGREEMENT<\/u><\/strong><\/p>\n

\n

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement<\/u>“) is
\nmade this ___ day of ___________, 2011, by and among the Grantors listed on the
\nsignature pages hereof (collectively, jointly and severally, “Grantors<\/u>”
\nand each individually “Grantor<\/u>“), and WELLS FARGO CAPITAL
\nFINANCE, LLC<\/strong>, a Delaware limited liability company (“WFCF”), in its
\ncapacity as agent for the Lender Group and the Bank Product Providers (in such
\ncapacity, together with its successors and assigns in such capacity,
\n“Agent<\/u>“).<\/p>\n<\/p>\n

W<\/u> I<\/u> T<\/u> N<\/u> E<\/u> S<\/u> S<\/u>
\nE<\/u> T<\/u> H<\/u>:<\/p>\n

\n

WHEREAS, pursuant to the Credit Agreement, dated of even date herewith (as
\namended, restated, supplemented, or otherwise modified from time to time, the
\n“Credit Agreement<\/u>“), by and among Audiovox Corporation, a Delaware
\ncorporation (“Parent<\/u>“), Audiovox Accessories Corp., a Delaware
\ncorporation (“ACC<\/u>“), Audiovox Electronics Corporation, a Delaware
\ncorporation (“AEC<\/u>“), Audiovox Consumer Electronics, Inc., a Delaware
\ncorporation (“ACEI<\/u>“), American Radio Corp., a Delaware corporation
\n(“ARC<\/u>“), Code Systems, Inc., a Delaware corporation (“CSI<\/u>“),
\nInvision Automotive Systems, Inc., a Delaware corporation (“IAS<\/u>“),
\nBatteries.com, LLC, an Indiana limited liability company (“Batteries<\/u>“)
\nand Klipsch Group, Inc. (“Klipsch<\/u>” and together with each of ACC, AEC,
\nACEI, ARC, CSI, IAS and Batteries, each, individually, a “Borrower<\/u>” and,
\ncollectively, “Borrowers<\/u>“), the lenders party thereto as “Lenders” (such
\nLenders, together with their respective successors and assigns in such capacity,
\neach, individually, a “Lender<\/u>” and, collectively, the “Lenders<\/u>“)
\nand Agent, the Lender Group has agreed to make certain financial accommodations
\navailable to Borrowers from time to time pursuant to the terms and conditions
\nthereof; and<\/p>\n<\/p>\n

WHEREAS, the members of Lender Group are willing to make the financial
\naccommodations to Borrowers as provided for in the Credit Agreement, but only
\nupon the condition, among others, that the Grantors shall have executed and
\ndelivered to Agent, for the benefit of the Lender Group and the Bank Product
\nProviders, the Security Agreement, dated of even date herewith (including all
\nannexes, exhibits or schedules thereto, as from time to time amended, restated,
\nsupplemented or otherwise modified, the “Security Agreement<\/u>“); and<\/p>\n<\/p>\n

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute
\nand deliver to Agent, for the benefit of the Lender Group and the Bank Product
\nProviders, this Patent Security Agreement;<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
\ncontained and for other good and valuable consideration, the receipt and
\nsufficiency of which are hereby acknowledged, each Grantor hereby agrees as
\nfollows:<\/p>\n<\/p>\n

1.DEFINED TERMS<\/u>. All initially capitalized terms used but not
\notherwise defined herein have the meanings given to them in the Security
\nAgreement or, if not defined therein, in the Credit Agreement.<\/p>\n<\/p>\n

2.GRANT OF SECURITY INTEREST IN PATENT COLLATERAL<\/u>. Each Grantor hereby
\nunconditionally grants, assigns, and pledges to Agent, for the benefit each
\nmember of the Lender Group and each of the Bank Product Providers, to secure the
\nSecured Obligations, a continuing security interest (referred to in this Patent
\nSecurity Agreement as the “Security Interest<\/u>“) in all of such Grantor’s
\nright, title and interest in and to the following, whether now owned or
\nhereafter acquired or arising (collectively, the “Patent Collateral<\/u>“):\n<\/p>\n<\/p>\n

a.all of its Patents and Patent Intellectual Property Licenses to which it is
\na party including those referred to on Schedule I<\/u>;<\/p>\n<\/p>\n

b.all divisionals, continuations, continuations-in-part, reissues,
\nreexaminations, or extensions of the foregoing; and<\/p>\n<\/p>\n

c.all products and proceeds of the foregoing, including any claim by such
\nGrantor against third parties for past, present or future infringement of any
\nPatent or any Patent exclusively licensed under any Intellectual Property
\nLicense, including the right to receive damages, or right to receive license
\nfees, royalties, and other compensation under any Patent Intellectual Property
\nLicense.<\/p>\n<\/p>\n

3.SECURITY FOR SECURED OBLIGATIONS<\/u>. This Patent Security Agreement and
\nthe Security Interest created hereby secures the payment and performance of the
\nSecured Obligations, whether now existing or<\/p>\n<\/p>\n<\/p>\n

42<\/p>\n

\n

\n<\/p>\n

arising hereafter. Without limiting the generality of the foregoing, this
\nPatent Security Agreement secures the payment of all amounts which constitute
\npart of the Secured Obligations and would be owed by Grantors, or any of them,
\nto Agent, the Lender Group, the Bank Product Providers or any of them, whether
\nor not they are unenforceable or not allowable due to the existence of an
\nInsolvency Proceeding involving any Grantor.<\/p>\n<\/p>\n

4.SECURITY AGREEMENT<\/u>. The Security Interest granted pursuant to this
\nPatent Security Agreement is granted in conjunction with the security interests
\ngranted to Agent, for the benefit of the Lender Group and the Bank Product
\nProviders, pursuant to the Security Agreement. Each Grantor hereby acknowledges
\nand affirms that the rights and remedies of Agent with respect to the Security
\nInterest in the Patent Collateral made and granted hereby are more fully set
\nforth in the Security Agreement, the terms and provisions of which are
\nincorporated by reference herein as if fully set forth herein. To the extent
\nthere is any inconsistency between this Patent Security Agreement and the
\nSecurity Agreement, the Security Agreement shall control.<\/p>\n<\/p>\n

5.AUTHORIZATION TO SUPPLEMENT<\/u>. If any Grantor shall obtain rights to
\nany new patent application or issued patent or become entitled to the benefit of
\nany patent application or patent for any divisional, continuation,
\ncontinuation-in-part, reissue, or reexamination of any existing patent or patent
\napplication, the provisions of this Patent Security Agreement shall
\nautomatically apply thereto. Grantors shall give prompt notice in writing to
\nAgent with respect to any such new patent rights. Without limiting Grantors’
\nobligations under this Section, Grantors hereby authorize Agent unilaterally to
\nmodify this Patent Security Agreement by amending Schedule I<\/u> to include
\nany such new patent rights of each Grantor. Notwithstanding the foregoing, no
\nfailure to so modify this Patent Security Agreement or amend Schedule I<\/u>
\nshall in any way affect, invalidate or detract from Agent’s continuing security
\ninterest in all Collateral, whether or not listed on Schedule I<\/u>.<\/p>\n<\/p>\n

6.COUNTERPARTS<\/u>. This Patent Security Agreement may be executed in any
\nnumber of counterparts and by different parties on separate counterparts, each
\nof which, when executed and delivered, shall be deemed to be an original, and
\nall of which, when taken together, shall constitute but one and the same Patent
\nSecurity Agreement. Delivery of an executed counterpart of this Patent Security
\nAgreement by telefacsimile or other electronic method of transmission shall be
\nequally as effective as delivery of an original executed counterpart of this
\nPatent Security Agreement. Any party delivering an executed counterpart of this
\nPatent Security Agreement by telefacsimile or other electronic method of
\ntransmission also shall deliver an original executed counterpart of this Patent
\nSecurity Agreement but the failure to deliver an original executed counterpart
\nshall not affect the validity, enforceability, and binding effect of this Patent
\nSecurity Agreement.<\/p>\n<\/p>\n

7.CONSTRUCTION<\/u>. This Patent Security Agreement is a Loan Document.
\nUnless the context of this Patent Security Agreement clearly requires otherwise,
\nreferences to the plural include the singular, references to the singular
\ninclude the plural, the terms “includes” and “including” are not limiting, and
\nthe term “or” has, except where otherwise indicated, the inclusive meaning
\nrepresented by the phrase “and\/or”. The words “hereof”, “herein”, “hereby”,
\n“hereunder”, and similar terms in this Patent Security Agreement refer to this
\nPatent Security Agreement as a whole and not to any particular provision of this
\nPatent Security Agreement. Section, subsection, clause, schedule, and exhibit
\nreferences herein are to this Patent Security Agreement unless otherwise
\nspecified. Any reference in this Patent Security Agreement to any agreement,
\ninstrument, or document shall include all alterations, amendments, changes,
\nextensions, modifications, renewals, replacements, substitutions, joinders, and
\nsupplements, thereto and thereof, as applicable (subject to any restrictions on
\nsuch alterations, amendments, changes, extensions, modifications, renewals,
\nreplacements, substitutions, joinders, and supplements set forth herein). The
\nwords “asset” and “property” shall be construed to have the same meaning and
\neffect and to refer to any and all tangible and intangible assets and
\nproperties, including cash, securities, accounts, and contract rights. Any
\nreference herein to the satisfaction, repayment, or payment in full of the
\nSecured Obligations shall mean the repayment in full in cash (or, in the case of
\nLetters of Credit or Bank Products, providing Letter of Credit Collateralization
\nor Bank Product Collateralization, as applicable) of all Secured Obligations
\nother than unasserted contingent indemnification Secured Obligations and other
\nthan any Bank Product Obligations that, at such time, are allowed by the
\napplicable Bank Product Provider to remain outstanding and that are not required
\nby the provisions of this Patent Security Agreement to be repaid or cash
\ncollateralized. Any reference herein to any Person shall be construed to include
\nsuch Person’s successors and assigns. Any requirement of a writing contained
\nherein shall be satisfied by the transmission of a Record.<\/p>\n<\/p>\n

8.THE VALIDITY OF THIS PATENT SECURITY AGREEMENT, THE CONSTRUCTION,
\n<\/strong><\/p>\n<\/p>\n<\/p>\n

43<\/p>\n

\n

\n<\/p>\n

INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES
\nHERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE
\nDETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
\nSTATE OF NEW YORK.<\/strong><\/p>\n<\/p>\n

9.THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
\nCONNECTION WITH THIS PATENT SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY
\nIN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS
\nLOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED<\/u>,
\nHOWEVER<\/u>, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
\nOTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY
\nJURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR
\nOTHER PROPERTY MAY BE FOUND. AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT
\nPERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE
\nOF FORUM<\/u> NON<\/u> CONVENIENS<\/u> OR TO OBJECT TO VENUE TO THE EXTENT
\nANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9<\/u>.<\/strong><\/p>\n<\/p>\n

10.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH
\nGRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
\nCAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
\nTRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
\nOF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH
\nGRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
\nVOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
\nCOUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS PATENT SECURITY AGREEMENT
\nMAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.<\/strong><\/p>\n<\/p>\n

[SIGNATURE PAGE FOLLOWS]<\/p>\n

\n<\/p>\n

44<\/p>\n

\n

\n<\/p>\n

[SIGNATURE PAGE TO PATENT SECURITY AGREEMENT]<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Patent Security
\nAgreement to be executed and delivered as of the day and year first above
\nwritten.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

GRANTORS:<\/strong><\/p>\n<\/td>\n

\n

______________________________<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

______________________________<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

\n

AGENT:<\/strong><\/p>\n<\/td>\n

\n

ACCEPTED AND ACKNOWLEDGED BY:<\/strong><\/p>\n

WELLS FARGO CAPITAL FINANCE, LLC<\/strong>,<\/p>\n

a Delaware limited liability company<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

45<\/p>\n

\n

\n<\/p>\n

SCHEDULE I<\/u><\/strong><\/p>\n

\n

to<\/u><\/strong><\/p>\n

\n

PATENT SECURITY AGREEMENT<\/u><\/strong><\/p>\n

\n

Patents<\/u><\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Grantor<\/strong><\/p>\n<\/td>\n

\n

Country<\/strong><\/p>\n<\/td>\n

\n

Patent<\/strong><\/p>\n<\/td>\n

\n

Application\/ Patent No.<\/strong><\/p>\n<\/td>\n

\n

Filing Date<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Patent Licenses<\/u><\/strong><\/p>\n

\n<\/p>\n

46<\/p>\n

\n

\n<\/p>\n

EXHIBIT C<\/strong><\/p>\n

\n

PLEDGED INTERESTS ADDENDUM<\/u><\/strong><\/p>\n

\n

This Pledged Interests Addendum, dated as of _________ ___, 20___ (this
\n“Pledged Interests Addendum<\/u>“), is delivered pursuant to Section 6 of the
\nSecurity Agreement referred to below. The undersigned hereby agrees that this
\nPledged Interests Addendum may be attached to the Security Agreement, dated as
\nof _________, 2011, (as amended, restated, supplemented, or otherwise modified
\nfrom time to time, the “Security Agreement<\/u>“), made by the undersigned,
\ntogether with the other Grantors named therein, to WELLS FARGO CAPITAL
\nFINANCE, LLC<\/strong>, a Delaware limited liability company, as Agent. Initially
\ncapitalized terms used but not defined herein shall have the meaning ascribed to
\nsuch terms in the Security Agreement or, if not defined therein, in the Credit
\nAgreement. The undersigned hereby agrees that the additional interests listed on
\nSchedule I<\/u> shall be and become part of the Pledged Interests pledged by
\nthe undersigned to Agent in the Security Agreement and any pledged company set
\nforth on Schedule I<\/u> shall be and become a “Pledged Company” under the
\nSecurity Agreement, each with the same force and effect as if originally named
\ntherein.<\/p>\n<\/p>\n

This Pledged interests Addendum is a Loan Document. Delivery of an executed
\ncounterpart of this Pledged Interests Addendum by telefacsimile or other
\nelectronic method of transmission shall be equally as effective as delivery of
\nan original executed counterpart of this Pledged Interests Addendum. If the
\nundersigned delivers an executed counterpart of this Pledged Interests Addendum
\nby telefacsimile or other electronic method of transmission, the undersigned
\nshall also deliver an original executed counterpart of this Pledged Interests
\nAddendum but the failure to deliver an original executed counterpart shall not
\naffect the validity, enforceability, and binding effect of this Pledged
\nInterests Addendum.<\/p>\n<\/p>\n

The undersigned hereby certifies that the representations and warranties set
\nforth in Section 5 of the Security Agreement of the undersigned are true and
\ncorrect as to the Pledged Interests listed herein on and as of the date hereof.\n<\/p>\n<\/p>\n

THE VALIDITY OF THIS PLEDGED INTERESTS ADDENDUM, THE CONSTRUCTION,
\nINTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO
\nWITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE
\nDETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
\nSTATE OF NEW YORK.<\/p>\n<\/p>\n

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH
\nTHIS PLEDGED INTERESTS ADDENDUM SHALL BE TRIED AND LITIGATED ONLY IN THE STATE,
\nAND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE
\nCOUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
\nENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S
\nOPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH
\nACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH
\nGRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY
\nHAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE
\nEXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS PARAGRAPH.<\/p>\n<\/p>\n

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR
\nHEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
\nACTION BASED UPON OR ARISING OUT OF THIS PLEDGED INTERESTS ADDENDUM OR ANY OF
\nTHE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
\nBREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND
\nEACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
\nVOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
\nCOUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS PLEDGED INTERESTS ADDENDUM
\nMAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.<\/p>\n<\/p>\n

[SIGNATURE PAGE FOLLOWS]<\/p>\n

\n<\/p>\n

47<\/p>\n

\n

\n<\/p>\n

[SIGNATURE PAGE TO PLEDGED INTERESTS ADDENDUM]<\/p>\n

IN WITNESS WHEREOF, the undersigned has caused this Pledged Interests
\nAddendum to be executed and delivered as of the day and year first above
\nwritten.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

[______________________________]<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

1,787,854.4<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SCHEDULE I<\/u><\/strong><\/p>\n

\n

TO<\/u><\/strong><\/p>\n

\n

PLEDGED INTERESTS ADDENDUM<\/u><\/strong><\/p>\n

\n

Pledged Interests<\/u><\/p>\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Grantor<\/strong><\/p>\n<\/td>\n

\n

Name of Pledged Company<\/strong><\/p>\n<\/td>\n

\n

Number of Shares\/Units<\/strong><\/p>\n<\/td>\n

\n

Class of Interests<\/strong><\/p>\n<\/td>\n

\n

Percentage of Class Owned<\/strong><\/p>\n<\/td>\n

\n

Certificate Nos.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

48<\/p>\n

\n

\n<\/p>\n

EXHIBIT D<\/u><\/strong><\/p>\n

\n

TRADEMARK SECURITY AGREEMENT<\/u><\/strong><\/p>\n

\n

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security
\nAgreement<\/u>“) is made this ___ day of ___________, 20__, by and among Grantors
\nlisted on the signature pages hereof (collectively, jointly and severally,
\n“Grantors<\/u>” and each individually “Grantor<\/u>“), and WELLS
\nFARGO CAPITAL FINANCE, LLC<\/strong>, a Delaware limited liability company
\n(“WFCF<\/u>“), in its capacity as agent for the Lender Group and the Bank
\nProduct Providers (in such capacity, together with its successors and assigns in
\nsuch capacity, “Agent<\/u>“).<\/p>\n<\/p>\n

W I T N E S S E T H:<\/p>\n

\n

WHEREAS, pursuant to the Credit Agreement, dated of even date herewith (as
\namended, restated, supplemented, or otherwise modified from time to time, the
\n“Credit Agreement<\/u>“), by and among Audiovox Corporation, a Delaware
\ncorporation (“Parent<\/u>“), Audiovox Accessories Corp., a Delaware
\ncorporation (“ACC<\/u>“), Audiovox Electronics Corporation, a Delaware
\ncorporation (“AEC<\/u>“), Audiovox Consumer Electronics, Inc., a Delaware
\ncorporation (“ACEI<\/u>“), American Radio Corp., a Delaware corporation
\n(“ARC<\/u>“), Code Systems, Inc., a Delaware corporation (“CSI<\/u>“),
\nInvision Automotive Systems, Inc., a Delaware corporation (“IAS<\/u>“),
\nBatteries.com, LLC, an Indiana limited liability company (“Batteries<\/u>“)
\nand Klipsch Group, Inc. (“Klipsch<\/u>” and together with each of ACC, AEC,
\nACEI, ARC, CSI, IAS and Batteries, each, individually, a “Borrower<\/u>” and,
\ncollectively, “Borrowers<\/u>“), the lenders party thereto as “Lenders” (such
\nLenders, together with their respective successors and assigns in such capacity,
\neach, individually, a “Lender<\/u>” and, collectively, the “Lenders<\/u>“),
\nand Agent, the Lender Group has agreed to make certain financial accommodations
\navailable to Borrowers from time to time pursuant to the terms and conditions
\nthereof; and<\/p>\n<\/p>\n

WHEREAS, the members of the Lender Group are willing to make the financial
\naccommodations to Borrowers as provided for in the Credit Agreement, but only
\nupon the condition, among others, that Grantors shall have executed and
\ndelivered to Agent, for the benefit of Lender Group and the Bank Product
\nProviders, that certain Security Agreement, dated as of even date herewith
\n(including all annexes, exhibits or schedules thereto, as from time to time
\namended, restated, supplemented or otherwise modified, the “Security
\nAgreement<\/u>“); and<\/p>\n<\/p>\n

WHEREAS, pursuant to the Security Agreement, Grantors are required to execute
\nand deliver to Agent, for the benefit of Lender Group and the Bank Product
\nProviders, this Trademark Security Agreement;<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the premises and mutual covenants herein
\ncontained and for other good and valuable consideration, the receipt and
\nsufficiency of which are hereby acknowledged, each Grantor hereby agrees as
\nfollows:<\/p>\n<\/p>\n

1.DEFINED TERMS<\/u>. All initially capitalized terms used but not
\notherwise defined herein have the meanings given to them in the Security
\nAgreement or, if not defined therein, in the Credit Agreement.<\/p>\n<\/p>\n

2.GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL<\/u>. Each Grantor
\nhereby unconditionally grants, assigns, and pledges to Agent, for the benefit
\neach member of the Lender Group and each of the Bank Product Providers, to
\nsecure the Secured Obligations, a continuing security interest (referred to in
\nthis Trademark Security Agreement as the “Security Interest<\/u>“) in all of
\nsuch Grantor’s right, title and interest in and to the following, whether now
\nowned or hereafter acquired or arising (collectively, the “Trademark
\nCollateral<\/u>“):<\/p>\n<\/p>\n

a.all of its Trademarks and Trademark Intellectual Property Licenses to which
\nit is a party including those referred to on Schedule I;<\/p>\n<\/p>\n

b.all goodwill of the business connected with the use of, and symbolized by,
\neach Trademark and each Trademark Intellectual Property License; and<\/p>\n<\/p>\n

c.all products and proceeds (as that term is defined in the Code) of the
\nforegoing, including any claim by such Grantor against third parties for past,
\npresent or future (i) infringement or dilution of any Trademark or any
\nTrademarks exclusively licensed under any Intellectual Property License,
\nincluding right to receive any damages, (ii) injury to the goodwill associated
\nwith any Trademark, or (iii) right to receive license fees, royalties, and other
\ncompensation under any Trademark Intellectual Property License.<\/p>\n<\/p>\n

3.SECURITY FOR SECURED OBLIGATIONS<\/u>. This Trademark Security Agreement
\nand the<\/p>\n<\/p>\n<\/p>\n

49<\/p>\n

\n

\n<\/p>\n

Security Interest created hereby secures the payment and performance of the
\nSecured Obligations, whether now existing or arising hereafter. Without limiting
\nthe generality of the foregoing, this Trademark Security Agreement secures the
\npayment of all amounts which constitute part of the Secured Obligations and
\nwould be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank
\nProduct Providers or any of them, whether or not they are unenforceable or not
\nallowable due to the existence of an Insolvency Proceeding involving any
\nGrantor.<\/p>\n<\/p>\n

4.SECURITY AGREEMENT<\/u>. The Security Interest granted pursuant to this
\nTrademark Security Agreement is granted in conjunction with the security
\ninterests granted to Agent, for the benefit of the Lender Group and the Bank
\nProduct Providers, pursuant to the Security Agreement. Each Grantor hereby
\nacknowledges and affirms that the rights and remedies of Agent with respect to
\nthe Security Interest in the Trademark Collateral made and granted hereby are
\nmore fully set forth in the Security Agreement, the terms and provisions of
\nwhich are incorporated by reference herein as if fully set forth herein. To the
\nextent there is any inconsistency between this Trademark Security Agreement and
\nthe Security Agreement, the Security Agreement shall control.<\/p>\n<\/p>\n

5.AUTHORIZATION TO SUPPLEMENT<\/u>. If any Grantor shall obtain rights to
\nany new trademarks, the provisions of this Trademark Security Agreement shall
\nautomatically apply thereto. Grantors shall give prompt notice in writing to
\nAgent with respect to any such new trademarks or renewal or extension of any
\ntrademark registration. Without limiting Grantors’ obligations under this
\nSection, Grantors hereby authorize Agent unilaterally to modify this Trademark
\nSecurity Agreement by amending Schedule I<\/u> to include any such new
\ntrademark rights of each Grantor. Notwithstanding the foregoing, no failure to
\nso modify this Trademark Security Agreement or amend Schedule I<\/u> shall in
\nany way affect, invalidate or detract from Agent’s continuing security interest
\nin all Collateral, whether or not listed on Schedule I<\/u>.<\/p>\n<\/p>\n

6.COUNTERPARTS<\/u>. This Trademark Security Agreement may be executed in
\nany number of counterparts and by different parties on separate counterparts,
\neach of which, when executed and delivered, shall be deemed to be an original,
\nand all of which, when taken together, shall constitute but one and the same
\nTrademark Security Agreement. Delivery of an executed counterpart of this
\nTrademark Security Agreement by telefacsimile or other electronic method of
\ntransmission shall be equally as effective as delivery of an original executed
\ncounterpart of this Trademark Security Agreement. Any party delivering an
\nexecuted counterpart of this Trademark Security Agreement by telefacsimile or
\nother electronic method of transmission also shall deliver an original executed
\ncounterpart of this Trademark Security Agreement but the failure to deliver an
\noriginal executed counterpart shall not affect the validity, enforceability, and
\nbinding effect of this Trademark Security Agreement.<\/p>\n<\/p>\n

7.CONSTRUCTION<\/u>. This Trademark Security Agreement is a Loan Document.
\nUnless the context of this Trademark Security Agreement clearly requires
\notherwise, references to the plural include the singular, references to the
\nsingular include the plural, the terms “includes” and “including” are not
\nlimiting, and the term “or” has, except where otherwise indicated, the inclusive
\nmeaning represented by the phrase “and\/or”. The words “hereof”, “herein”,
\n“hereby”, “hereunder”, and similar terms in this Trademark Security Agreement
\nrefer to this Trademark Security Agreement as a whole and not to any particular
\nprovision of this Trademark Security Agreement. Section, subsection, clause,
\nschedule, and exhibit references herein are to this Agreement unless otherwise
\nspecified. Any reference in this Trademark Security Agreement to any agreement,
\ninstrument, or document shall include all alterations, amendments, changes,
\nextensions, modifications, renewals, replacements, substitutions, joinders, and
\nsupplements, thereto and thereof, as applicable (subject to any restrictions on
\nsuch alterations, amendments, changes, extensions, modifications, renewals,
\nreplacements, substitutions, joinders, and supplements set forth herein). The
\nwords “asset” and “property” shall be construed to have the same meaning and
\neffect and to refer to any and all tangible and intangible assets and
\nproperties, including cash, securities, accounts, and contract rights. Any
\nreference herein to the satisfaction, repayment, or payment in full of the
\nSecured Obligations shall mean the repayment in full in cash (or, in the case of
\nLetters of Credit or Bank Products, providing Letter of Credit Collateralization
\nor Bank Product Collateralization, as applicable) of all Secured Obligations
\nother than unasserted contingent indemnification Secured Obligations and other
\nthan any Bank Product Obligations that, at such time, are allowed by the
\napplicable Bank Product Provider to remain outstanding and that are not required
\nby the provisions of this Trademark Security Agreement to be repaid or cash
\ncollateralized. Any reference herein to any Person shall be construed to include
\nsuch Person’s successors and assigns. Any requirement of a writing contained
\nherein or in any other Loan Document shall be satisfied by the transmission of a
\nRecord.<\/p>\n<\/p>\n

8.THE VALIDITY OF THIS TRADEMARK SECURITY AGREEMENT, THE <\/strong>\n<\/p>\n<\/p>\n<\/p>\n

50<\/p>\n

\n

\n<\/p>\n

CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS
\nOF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED
\nHERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
\nTHE LAWS OF THE STATE OF NEW YORK.<\/strong><\/p>\n<\/p>\n

9.THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
\nCONNECTION WITH THIS TRADEMARK SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED
\nONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS
\nLOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED<\/u>,
\nHOWEVER<\/u>, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
\nOTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY
\nJURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR
\nOTHER PROPERTY MAY BE FOUND. AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT
\nPERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE
\nOF FORUM<\/u> NON<\/u> CONVENIENS<\/u> OR TO OBJECT TO VENUE TO THE EXTENT
\nANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 9<\/u>.<\/strong><\/p>\n<\/p>\n

10.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH
\nGRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
\nCAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
\nTRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
\nOF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH
\nGRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
\nVOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
\nCOUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS TRADEMARK SECURITY AGREEMENT
\nMAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.<\/strong><\/p>\n<\/p>\n

[SIGNATURE PAGE FOLLOWS]<\/p>\n

\n<\/p>\n

51<\/p>\n

\n

\n<\/p>\n

[SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT]<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security
\nAgreement to be executed and delivered as of the day and year first above
\nwritten.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

GRANTORS:<\/strong><\/p>\n<\/td>\n

\n

______________________________<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

______________________________<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n

\n

AGENT:<\/strong><\/p>\n<\/td>\n

\n

ACCEPTED AND ACKNOWLEDGED BY:<\/strong><\/p>\n

WELLS FARGO CAPITAL FINANCE, LLC<\/strong>,<\/p>\n

a Delaware limited liability company<\/p>\n

By:___________________________<\/p>\n

Name:<\/p>\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

52<\/p>\n

\n

\n<\/p>\n

SCHEDULE I<\/u><\/strong><\/p>\n

\n

to<\/u><\/strong><\/p>\n

\n

TRADEMARK SECURITY AGREEMENT<\/u><\/strong><\/p>\n

\n

Trademark Registrations\/Applications<\/u><\/strong>\n<\/p>\n

\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Grantor<\/strong><\/p>\n<\/td>\n

\n

Country<\/strong><\/p>\n<\/td>\n

\n

Mark<\/strong><\/p>\n<\/td>\n

\n

Application\/ Registration No.<\/strong><\/p>\n<\/td>\n

\n

App\/Reg Date<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Trade Names<\/u><\/strong><\/p>\n

\n

Common Law Trademarks<\/u><\/strong><\/p>\n

\n

Trademarks Not Currently In Use<\/u><\/strong><\/p>\n

\n

Trademark Licenses<\/u><\/strong><\/p>\n

\n<\/p>\n

53<\/p>\n

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