Audiovox 2012 Annual Report Download - page 240

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No part of the proceeds of any Extension of Credit hereunder will be used directly or indirectly for any purpose that violates, or
that would require any Lender to make any filings in accordance with, the provisions of Regulation T, U or X of the Board of Governors
of the Federal Reserve System as now and from time to time hereafter in effect. The Credit Parties and their Subsidiaries (a) are not
engaged, principally or as one of their important activities, in the business of extending credit for the purpose of “purchasing” or
“carrying” “margin stock” within the respective meanings of each of such terms under Regulation U and (b) taken as a group do not own
“margin stock” except as identified in the financial statements referred to in Section 3.1 or delivered pursuant to Section 5.1 and the
aggregate value of all “margin stock” owned by the Credit Parties and their Subsidiaries taken as a group does not exceed 25% of the
value of their assets.
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(a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or
Section 302 of ERISA) has occurred during the five ‑year period prior to the date on which this representation is made or deemed made
with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except where, in respect of
any of the foregoing, individually or in the aggregate, no such event, circumstance or failure to comply has had or could reasonably be
expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has
remained underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five ‑year period that, individually or in the
aggregate, has had or could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under
each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the
date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued
benefits, except to the extent that any such shortfall(s), individually or in the aggregate, has not had or could not reasonably be expected
to have a Material Adverse Effect. Neither any Credit Party nor any Commonly Controlled Entity is currently subject to any liability
for a complete or partial withdrawal from a Multiemployer Plan that, individually or in the aggregate, has had or could reasonably be
expected to have a Material Adverse Effect.
(b) Each Foreign Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements
of the governing documents for such plan, except as could not reasonably be expected to result in a Material Adverse Effect. With
respect to each Foreign Pension Plan, neither any Borrower nor any Subsidiary or any of their respective directors, officers, employees
or agents has engaged in a transaction which would subject any Borrower or any Subsidiary, directly or indirectly, to a tax or civil penalty
which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. With respect to each Foreign
Pension Plan, reserves have been established in the financial statements in respect of any unfunded liabilities in accordance with
applicable law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in
which such Foreign Pension Plan is maintained, except (a) where the failure to establish any such reserves could not could not
reasonably be expected to have a Material Adverse Effect or (b) where the aggregate unfunded liabilities with respect to such Foreign
Pension Plans could not reasonably be expected to result in a Material Adverse Effect. The present value of the aggregate accumulated
benefit liabilities of all such Foreign Pension Plans (based on those assumptions used to fund each such Foreign Pension Plan) did not, as
of the last annual valuation date applicable thereto, exceed the fair market value of the assets of all such Foreign Pension Plans except in
such case where the underfunding could not reasonably be expected to have a Material Adverse Effect.
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