Audiovox 2012 Annual Report Download - page 243

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No material approval, consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with acceptance of Extensions of Credit by the Borrowers or the making of the
Guaranty hereunder or with the execution, delivery or performance of any Credit Document by the Credit Parties (other than those
which have been obtained) or with the validity or enforceability of any Credit Document against the Credit Parties (except such filings as
are necessary in connection with the perfection of the Liens created by such Credit Documents).
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Each of the Credit Parties and its Subsidiaries has filed, or caused to be filed, all income tax returns and all other material tax
returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due (including interest
and penalties) and (b) all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) that are not yet delinquent, or (ii) that are being
contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP or
(iii) solely with respect to any Immaterial Subsidiary, to the extent such failure could not reasonably be expected to have a Material
Adverse Effect. None of the Credit Parties or their Subsidiaries is aware as of the Closing Date of any proposed tax assessments against it
or any of its Subsidiaries.
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(a) Intellectual Property. Set forth on Schedule 3.16(a), as of the Closing Date, is a list of all registered or issued
Intellectual Property (including all applications for registration and issuance) owned by each of the Credit Parties or that each of
the Credit Parties has the right to (including the name/title, current owner, registration or application number, and registration or
application date and such other information as reasonably requested by the Administrative Agent).
(b) Documents, Instruments, and Tangible Chattel Paper. Set forth on Schedule 3.16(b), as of the Closing Date, is a
description of all Documents (as defined in the UCC), Instruments (as defined in the UCC), and Tangible Chattel Paper (as
defined in the UCC) of the Credit Parties (including the Credit Party owning such Document, Instrument and Tangible Chattel
Paper and such other information as reasonably requested by the Administrative Agent).
(c) Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts and Uncertificated
Investment Property. Set forth on Schedule 3.16(c), as of the Closing Date, is a description of all Deposit Accounts (as defined
in the UCC), Electronic Chattel Paper (as defined in the UCC), Letter-of-Credit Rights (as defined in the UCC), Securities
Accounts (as defined in the UCC) and uncertificated Investment Property (as defined in the UCC) of the Credit Parties,
including the name of (i) the applicable Credit Party, (ii) in the case of a Deposit Account, the depository institution and average
amount held in such Deposit Account, (iii) in the case of Electronic Chattel Paper, the account debtor, (iv) in the case of Letter-
of-Credit Rights, the issuer or nominated person, as applicable, and (v) in the case of a Securities Account or other uncertificated
Investment Property, the Securities Intermediary or issuer and the average amount held in such Securities Account, as
applicable.
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