Audiovox 2012 Annual Report Download - page 239

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The execution, delivery and performance by each Credit Party of the Credit Documents to which such Credit Party is a party,
the borrowings thereunder and the use of the proceeds of the Loans (a) will not violate any material Requirement of Law or any material
Contractual Obligation of any Credit Party (except those as to which waivers or consents have been obtained); provided, however, solely
with respect to any Immaterial Subsidiary, where such violation could not reasonably be expected to result in a Material Adverse Effect,
(b) will not conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws, articles of organization,
operating agreement or other organization documents of the Credit Parties or any material Contractual Obligation to which such Person is
a party or by which any of its properties may be bound or any material approval or material consent from any Governmental Authority
relating to such Person; provided, however, solely with respect to any Immaterial Subsidiary, where such breach could not reasonably
be expected to result in a Material Adverse Effect, and (c) will not result in, or require, the creation or imposition of any Lien on any
Credit Party's properties or revenues pursuant to any material Requirement of Law or material Contractual Obligation other than the
Liens arising under or contemplated in connection with the Credit Documents or Permitted Liens. No Credit Party is in default under or
with respect to any of its Contractual Obligations except to the extent such default could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.
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Both immediately before and immediately after giving effect to the Acquisition, no litigation, investigation, claim, criminal
prosecution, civil investigative demand, imposition of criminal or civil fines and penalties, or any other proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the Credit Parties after due inquiry, threatened in writing by or
against any Credit Party or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to the
Credit Documents or any Extension of Credit or any of the Transactions, or (b) which could reasonably be expected to have a Material
Adverse Effect. Both immediately before and immediately after giving effect to the Acquisition, no permanent injunction, temporary
restraining order or similar decree has been issued against any Credit Party or any of its Subsidiaries which could reasonably be expected
to have a Material Adverse Effect.
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No Credit Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of
the Investment Company Act of 1940, as amended. No Credit Party is subject to regulation under the Federal Power Act, the Interstate
Commerce Act, the Public Utility Holding Company Act of 2005 or any federal or state statute or regulation limiting its ability to incur
the Credit Party Obligations.
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