Audiovox 2012 Annual Report Download - page 249

(b) Authority Documents. The Administrative Agent shall have received the following:
(i) Articles of Incorporation/Charter Documents . Original certified articles of incorporation or other charter
documents (or foreign equivalent thereof), as applicable, of each Credit Party certified (A) by an officer of such Credit
Party (pursuant to an officer's certificate in substantially the form of Exhibit 4.1(b) attached hereto) as of the Closing
Date to be true and correct and in force and effect as of such date, and (B) to be true and complete as of a recent date by
the appropriate Governmental Authority of the state of its incorporation or organization, as applicable.
(ii) Resolutions. Copies of resolutions (or foreign equivalent thereof) of the board of directors or comparable
managing body of each Credit Party approving and adopting the Credit Documents, the Transactions and authorizing
execution and delivery thereof, certified by an officer of such Credit Party (pursuant to an officer's certificate in
substantially the form of Exhibit 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and
effect as of such date.
(iii) Bylaws/Operating Agreement. A copy of the bylaws (or foreign equivalent thereof) or comparable
operating agreement of each Credit Party certified by an officer of such Credit Party (pursuant to an officer's certificate
in substantially the form of Exhibit 4.1(b) attached hereto) as of the Closing Date to be true and correct and in force and
effect as of such date.
(iv) Good Standing. Original certificates of good standing (or foreign equivalent thereof), existence or its
equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of
the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing
could reasonably be expected to have a Material Adverse Effect.
(v) Incumbency. An incumbency certificate of each Authorized Officer of each Credit Party certified by an
officer (pursuant to an officer's certificate in substantially the form of Exhibit 4.1(b) attached hereto) to be true and
correct as of the Closing Date.
(c) Legal Opinion of Counsel. The Administrative Agent shall have received an opinion or opinions (including, if
requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties (including the Acquired
Company and the Foreign Guarantors), dated the Closing Date and addressed to the Administrative Agent and the Lenders, in
form and substance reasonably acceptable to the Administrative Agent (which shall include, without limitation, opinions with
respect to the due organization and valid existence of each Credit Party (including the Acquired Company and the Foreign
Guarantors), opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents and
opinions as to the non-contravention of the Credit Parties' (including the Acquired Company's and the Foreign Guarantors')
organizational documents and Material Contracts). The Administrative Agent shall have received evidence that the
Administrative Agent and the Lenders have been permitted to rely on each opinion delivered by the Borrowers and the seller in
connection with the Acquisition, in form and substance reasonably acceptable to the Administrative Agent.
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