Audiovox 2012 Annual Report Download - page 251

(e) Real Property Collateral. The Administrative Agent shall have received, in form and substance reasonably
satisfactory to the Administrative Agent and the Lenders:
(i) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties as to properties
owned by the Credit Parties and, to the extent reasonably required by the Administrative Agent, the leasehold interest in
the Mortgaged Properties as to properties that are warehouses, plants or other real properties material to the conduct of
the Credit Parties' business and are leased by the Credit Parties; and
(ii) a title report in respect of each of the Mortgaged Properties.
(f) Liability, Casualty, Property and Business Interruption Insurance. The Administrative Agent shall have received
copies of insurance policies or certificates and endorsements of insurance evidencing liability, casualty, property and business
interruption insurance meeting the requirements set forth herein or in the Security Documents. The Administrative Agent
shall be named (i) as lenders' loss payee, as its interest may appear, with respect to any such insurance providing coverage in
respect of any Collateral and (ii) as additional insured, as its interest may appear, with respect to any such insurance providing
liability coverage, and the Credit Parties will use their commercially reasonable efforts to have each provider of any such
insurance agree, by endorsement upon the policy or policies issued by it or by independent instruments to be furnished to the
Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or
policies shall be altered or cancelled.
(g) Solvency Certificate. The Administrative Agent shall have received an officer's certificate prepared by the chief
financial officer or other Authorized Officer reasonably approved by the Administrative Agent of the Company as to the
financial condition, solvency and related matters of the Credit Parties and their Subsidiaries, after giving effect to the
Transactions and the initial borrowings under the Credit Documents, in substantially the form of Exhibit 4.1(g) hereto.
(h) Account Designation Notice. The Administrative Agent shall have received the executed Account Designation
Notice in the form of Exhibit 1.1(a) hereto.
(i) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing with respect to the
Loans to be made on the Closing Date.
(j) Consents. The Administrative Agent shall have received evidence that all boards of directors (including, without
limitation, the board of directors of the Acquired Company), governmental, shareholder and material third party consents and
approvals necessary in connection with the Transactions have been obtained and all applicable waiting periods have expired
without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on such
Transactions or that could seek or threaten any of the foregoing.
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