Audiovox 2012 Annual Report Download - page 244

(d) Commercial Tort Claims. Set forth on Schedule 3.16(d), as of the Closing Date, is a description of all Commercial
Tort Claims (as defined in the UCC) of the Credit Parties (detailing such Commercial Tort Claim in such detail as reasonably
requested by the Administrative Agent).
(e) Pledged Equity Interests. Set forth on Schedule 3.16(e), as of the Closing Date, is a list of (i) 100% (or, if less, the
full amount owned by such Credit Party) of the issued and outstanding Equity Interests owned by such Credit Party of each
Domestic Subsidiary, (ii) 65% (or, if less, the full amount owned by such Credit Party) of each class of the issued and
outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% (or, if less, the
full amount owned by such Credit Party) of each class of the issued and outstanding Equity Interests not entitled to vote (within
the meaning of Treas. Reg. Section 1.956-2(c)(2)) owned by such Credit Party of each first-tier Foreign Subsidiary and (iii) all
other Equity Interests required to be pledged to the Administrative Agent pursuant to the Security Documents.
(f) Properties. Set forth on Schedule 3.16(f)(i), as of the Closing Date, is a list of all Mortgaged Properties (including
the Credit Party owning such Mortgaged Property). Set forth on Schedule 3.16(f)(ii) is a list of (i) each headquarter location of
the Credit Parties (and an indication if such location is leased or owned), (ii) each other location where any significant
administrative or governmental functions are performed (and an indication if such location is leased or owned), (iii) each other
location where the Credit Parties maintain any books or records (electronic or otherwise) (and an indication if such location is
leased or owned) and (iv) each location where any personal property Collateral is located at any premises owned or leased by a
Credit Party with a Collateral value in excess of $1,000,000 (and an indication whether such location is leased or owned).
(g) Foreign Collateral. Set forth on Schedule 3.16(g), as of the Closing Date, is a description of all foreign equivalents
of the types of Collateral described in clauses (a) through (f) of this Section 3.16.
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Each Borrower is Solvent and is able to pay its debts and other liabilities, contingent obligations and other commitments as they
mature in the normal course of business. The Company and its Subsidiaries, taken as a whole, are Solvent and are able to pay their debts
and other liabilities, contingent obligations and other commitments as they mature in the normal course of business. None of the Credit
Parties (other than Immaterial Subsidiaries) has unreasonably small capital in relation to the business in which it is or proposes to be
engaged. None of the Credit Parties (other than Immaterial Subsidiaries) has incurred, or believes that it will incur debts beyond its
ability to pay such debts as they become due. In executing the Credit Documents and consummating the Transactions, none of the
Credit Parties intends to hinder, delay or defraud either present or future creditors or other Persons to which one or more of the Credit
Parties is or will become indebted. On the Closing Date, the foregoing representations and warranties shall be made both before and after
giving effect to the Transactions.
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