Audiovox 2012 Annual Report Download - page 247

 
The Credit Party Obligations constitute “Senior Indebtedness”, “Designated Senior Indebtedness” or any similar designation
under and as defined in any agreement governing any Subordinated Debt and the subordination provisions set forth in each such
agreement are legally valid and enforceable against the parties thereto.
 
Neither any Credit Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of
the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 .) (the “Trading with the Enemy Act”), as
amended. Neither any Credit Party nor any of its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) any
of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto or (c) the Patriot Act. None of the Credit Parties (i) is a blocked person described
in Section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise
associated, with any such blocked person.
 
(a) None of the Credit Parties or their Subsidiaries or their respective Affiliates is in violation of and shall not violate
any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or
referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time.
(b) None of the Credit Parties or their Subsidiaries or their respective Affiliates (i) is a Sanctioned Person or a
Sanctioned Entity, (ii) has a more than 10% of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its
operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any Loan
will be used nor have any been used to fund any operations in, finance any investments or activities in or make any payments to,
a Sanctioned Person or a Sanctioned Entity.
 
Set forth on Schedule 3.29 are Responsible Officers that are permitted to sign Credit Documents on behalf of the Credit
Parties, holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such Schedule was
required to be updated in accordance with Section 5.2. Such Authorized Officers are the duly elected and qualified officers of such
Credit Party and are duly authorized to execute and deliver, on behalf of the respective Credit Party, the Credit Agreement, the Notes
and the other Credit Documents.
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