Audiovox 2012 Annual Report Download - page 254

(w) Additional Matters. All other documents and legal matters in connection with the Transactions shall be reasonably
satisfactory in form and substance to the Administrative Agent and its counsel.
Without limiting the generality of the provisions of Section 8.4, for purposes of determining compliance with the conditions
specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or
to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to
a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.
  
The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following
conditions precedent on the date of making such Extension of Credit:
(a) Representations and Warranties. The representations and warranties made by the Credit Parties herein, in the other
Credit Documents and which are contained in any certificate furnished at any time under or in connection herewith shall
(i) with respect to representations and warranties that contain a materiality qualification, be true and correct and (ii) with respect
to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects, in
each case on and as of the date of such Extension of Credit as if made on and as of such date except for any representation or
warranty made as of an earlier date, which representation and warranty shall remain true and correct in all material respects as
of such earlier date.
(b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such
date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have
been waived in accordance with this Agreement.
(c) Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit
(and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding U.S. Revolving Loans
plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the lesser of (A) the U.S. Revolving
Committed Amount then in effect and (B) the Revolving Availability Amount, (ii) the aggregate principal amount of outstanding
Multicurrency Revolving Loans shall not exceed the Multicurrency Revolving Committed Amount, (iii) the outstanding LOC
Obligations shall not exceed the LOC Committed Amount, and (iv) the outstanding Swingline Loans shall not exceed the
Swingline Committed Amount.
(d) Additional Conditions to Revolving Loans. If (i) a U.S. Revolving Loan is requested, all conditions set forth in
Section 2.1(a)(A) shall have been satisfied and (ii) a Multicurrency Revolving Loan is requested, all conditions set forth in
Section 2.1(a)(B) shall have been satisfied.
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