Audiovox 2012 Annual Report Download - page 242

(f) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or
arising from or related to the operations of any Credit Party or any Subsidiary in connection with the Properties or otherwise in
connection with the Business, in violation of or in amounts or in a manner that could give rise to liability on behalf of any Credit
Party under Environmental Laws.
 
The proceeds of the Extensions of Credit shall be used by the Borrowers solely (a) to finance in whole or in part the
Acquisition, (b) to refinance certain existing Indebtedness of the Credit Parties and their Subsidiaries and/or the Acquired Company,
(c) to pay any costs, fees and expenses associated with this Agreement on the Closing Date, (d) to pay any costs, fees and expenses
incurred in connection with the Acquisition and (e) for working capital and other general corporate purposes of the Credit Parties and
their Subsidiaries.
 
Set forth on Schedule 3.12 is a complete and accurate list of all Subsidiaries, joint ventures and partnerships of the Credit Parties
as of the Closing Date. Information on the attached Schedule includes the following: (a) the number of shares of each class of Equity
Interests of each Subsidiary outstanding and (b) the number and percentage of outstanding shares of each class of Equity Interests owned
by the Credit Parties and their Subsidiaries. The outstanding Equity Interests of all such Subsidiaries are validly issued, fully paid and
non‑assessable and are owned free and clear of all Liens (other than those arising under or contemplated in connection with the Credit
Documents). There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than
stock options granted to employees or directors and directors' qualifying shares and warrants granted to consultants) of any nature
relating to any Equity Interests of any Credit Party or any Subsidiary thereof, except as contemplated in connection with the Credit
Documents or otherwise are not materially adverse to the Lenders.
 
Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, each of
the Credit Parties and its Subsidiaries is the owner of, and has good and marketable title to or a valid leasehold interest in, all of its
respective assets, which, together with assets leased or licensed by the Credit Parties and their Subsidiaries, represents all assets material
to the conduct of the business of the Credit Parties and their Subsidiaries, and (after giving effect to the Transactions) none of such assets
is subject to any Lien other than Permitted Liens. Except as could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect, each Credit Party and its Subsidiaries enjoys peaceful and undisturbed possession under all of its
leases and all such leases are valid and subsisting and in full force and effect.
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