Audiovox 2012 Annual Report Download - page 248

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No Mortgaged Property is a Flood Hazard Property unless the Administrative Agent shall have received the following: (a) the
applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (i) as to the fact that
such Mortgaged Property is a Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is
located is participating in the National Flood Insurance Program and (b) copies of insurance policies or certificates of insurance of the
applicable Credit Party evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative
Agent as loss payee on behalf of the Lenders.
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The Acquisition and related transactions have been consummated substantially in accordance with the terms of the Acquisition
Documents as of the Closing Date. As of the Closing Date, the Acquisition Documents have not been altered, amended or otherwise
modified or supplemented in any respect that is materially adverse to the Lenders or any material condition thereof waived without the
prior written consent of the Administrative Agent. Each of the representations and warranties made in the Acquisition Documents by the
Credit Parties and their Subsidiaries is true and correct in all material respects.
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This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the
Closing Date is subject to, the satisfaction of the following conditions precedent:
(a) Execution of Credit Agreement; Credit Documents. The Administrative Agent shall have received (i) counterparts of this Agreement, executed
by a duly authorized officer of each party hereto, (ii) for the account of each Revolving Lender requesting a promissory note, a
duly executed Revolving Loan Note, (iii) for the account of each Term Loan Lender requesting a promissory note, a duly
executed Term Loan Note, (iv) for the account of the Swingline Lender requesting a promissory note, the Swingline Loan
Note, (v) counterparts of the U.S. Security Agreement, the U.S. Pledge Agreement and each Mortgage Instrument, in each
case conforming to the requirements of this Agreement and executed by duly authorized officers of the Credit Parties or other
Person, as applicable, and (vi) counterparts of any other Credit Document, executed by the duly authorized officers of the
parties thereto.
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