Audiovox 2012 Annual Report Download - page 306

 
Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrowers that,
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers and
the other Credit Parties, which information includes the name and address of the Borrowers and the other Credit Parties and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrowers and the other Credit
Parties in accordance with the Patriot Act.
  
Each Credit Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of
this Agreement and the other Credit Documents to which it is a party, that it and its counsel reviewed and participated in the preparation
and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation hereof or thereof.
 
Each Credit Party agrees that all intercompany Indebtedness among Credit Parties (the “ Intercompany Debt”) is subordinated in
right of payment, to the prior payment in full of all Credit Party Obligations. Notwithstanding any provision of this Credit Agreement to
the contrary, provided that no Event of Default has occurred and is continuing, Credit Parties may make and receive payments with
respect to the Intercompany Debt to the extent otherwise permitted by this Credit Agreement; provided that in the event of and during
the continuation of any Event of Default, no payment shall be made by or on behalf of any Credit Party on account of any Intercompany
Debt. In the event that any Credit Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by
this Section, such payment shall be held by such Credit Party, in trust for the benefit of, and shall be paid forthwith over and delivered,
upon written request, to, the Administrative Agent.
153