Audiovox 2012 Annual Report Download - page 253

(q) Material Contracts. The Administrative Agent shall have received true and complete copies, certified by an officer
of the Company as true and complete, of all Material Contracts, together with all exhibits and schedules.
(r) Acquisition Documents. The Administrative Agent shall have reviewed and approved in its reasonable discretion all
of the Acquisition Documents and there shall not have been any modification, amendment, supplement or waiver to the
Acquisition Documents that is materially adverse to the Lenders (as determined by the Administrative Agent in its reasonable
discretion) without the prior written consent of the Administrative Agent, and the Acquisition shall have been consummated in
accordance with the terms of the Acquisition Documents (without waiver of any conditions precedent to the obligations of any
party thereto). The Administrative Agent shall have received a copy, certified by an officer of the Company as true and
complete, of each Acquisition Document as originally executed and delivered, together with all exhibits and schedules thereto.
(s) Consolidated EBITDA and Total Leverage Ratio. The Administrative Agent shall have received evidence that (i)
Consolidated EBITDA is no less than $68,000,000 and (ii) the Total Leverage Ratio of the Credit Parties and their Subsidiaries is
not greater than 2.70 to 1.0, in each case, calculated on a Pro Forma Basis after giving effect to the Transactions, for the twelve-
month period ending as of the most recent month prior to the Closing Date for which financial statements are available, such
calculations to be reasonably satisfactory to the Administrative Agent.
(t) Structure. The pro forma capital, ownership and management structure and shareholding arrangement of the
Credit Parties and their Subsidiaries (and all agreements relating thereto) shall be reasonably satisfactory to the Administrative
Agent.The Administrative Agent shall be reasonably satisfied that there are no material restrictions on the ability of any
Subsidiary of the Company to pay dividends or distributions to, or otherwise advance, directly or indirectly, funds to the
Borrowers.Set forth on Schedule 4.1(t) is the total capitalization of the Company after giving effect to the Transactions. The
Administrative Agent shall be reasonably satisfied with the terms and amounts of any intercompany loans among the Credit
Parties and the flow of funds in connection with the closing hereof.
(u) “Know Your Customer” Requirements. The Administrative Agent and the Lenders shall have received, at least
five (5) Business Days prior to the Closing Date, all documentation and other information required by any regulatory authorities
under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the
Patriot Act.
(v) Fees and Expenses. The Administrative Agent and the Lenders shall have received all fees and expenses, if any,
owing pursuant to the Fee Letter and Section 2.5.
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