Audiovox 2012 Annual Report Download - page 246

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All factual information heretofore, contemporaneously or hereafter furnished by or on behalf of any Credit Party or any of its
Subsidiaries to the Administrative Agent, the Arranger or any Lender for purposes of or in connection with this Agreement or any other
Credit Document, or any Transaction, is, or when furnished, will be, to the knowledge of the Company, true and accurate in all
material respects and not incomplete by omitting to state any material fact necessary to make such information not misleading. There is
no fact now known to any Credit Party or any of its Subsidiaries which, individually or in the aggregate, has, or could reasonably be
expected to have, a Material Adverse Effect, which fact has not been set forth herein, in the financial statements of the Credit Parties
and their Subsidiaries furnished to the Administrative Agent and the Lenders, or in any certificate, opinion or other written statement
made or furnished by any Credit Party to the Administrative Agent and the Lenders.
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Schedule 3.23 sets forth a complete and accurate list of all Material Contracts of the Credit Parties and their Subsidiaries in
effect as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 5.2. Except for
matters which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Material
Contract is, and immediately after giving effect to the Transactions will be, in full force and effect in accordance with the terms
thereof. The Credit Parties have delivered to the Administrative Agent a true and complete copy of each Material Contract.
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The insurance coverage of the Credit Parties and their Subsidiaries is outlined as to carrier, policy number, expiration date, type
and amount on Schedule 3.24 as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with
Section 5.2 and such insurance coverage complies with the requirements set forth in Section 5.5(b).
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The Security Documents create valid and enforceable security interests in, and Liens on, the Collateral purported to be covered
thereby (other than any such Collateral with respect to which a Lien would be perfected by possession or control and with respect to
which the Administrative Agent shall not have determined to effect such possession or control). Except as set forth in the Security
Documents, such security interests and Liens are currently perfected security interests and Liens (other than any such Collateral with
respect to which a Lien would be perfected by possession or control and with respect to which the Administrative Agent shall not have
determined to effect such possession or control) in favor of the Administrative Agent, for the benefit of the Secured Parties, prior to all
other Liens (other than any such Collateral with respect to which a Lien would be perfected by possession or control and with respect to
which the Administrative Agent shall not have determined to effect such possession or control) other than Permitted Liens.
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