Audiovox 2012 Annual Report Download - page 264

(c) Real Property. To the extent otherwise permitted hereunder, if any Domestic Credit Party intends to acquire a fee
or leasehold ownership interest in any real property (other than the real property related to (i) the Indiana Project and the Florida
Project so long as there is mortgage Indebtedness provided by a third party associated therewith and (ii) the real property located
in Hope, Alabama; provided, that such property shall, to the extent deemed reasonably necessary by the Administrative Agent,
be included as Real Estate for purposes of this clause (c) to the extent the mortgage Indebtedness provided by a third party
associated therewith has been paid in full and terminated) (“ Real Estate”) after the Closing Date and such Real Estate has a fair
market value in excess of $2,500,000, it shall use commercially reasonable efforts (the requirement to use such commercially
reasonable efforts to include, to the extent applicable, the period in which the applicable Domestic Credit Party is negotiating any
lease with a prospective landlord) to provide to the Administrative Agent within sixty (60) days of such acquisition (or such
extended period of time as agreed to by the Administrative Agent) such security documentation as the Administrative Agent may
request to cause such fee or leasehold ownership interest in Real Estate to be subject at all times to a first priority, perfected Lien
(subject in each case to Permitted Liens) in favor of the Administrative Agent and such other documentation as the
Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, title reports, title
insurance policies, surveys, appraisals, zoning letters, environmental reports and opinions of counsel, all in form and substance
reasonably satisfactory to the Administrative Agent. If, subsequent to the Closing Date, any Foreign Credit Party shall acquire
any real property or any property that would constitute Foreign Collateral having a value exceeding $100,000 and that is required
for perfection to be registered with the German land register ( ) or other applicable recording office, the Foreign
Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of the Foreign
Borrower acquires knowledge of such acquisition notify the Administrative Agent of such acquisition. Subject to the terms of
Section 9.28, the Foreign Borrower shall, and shall cause each Foreign Guarantor to, take such action (to the extent legally
permissible and subject to limitations arising under applicable corporate or tax laws) at its own expense as reasonably requested by
the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure
that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Foreign Obligations in
all plant, property, equipment and accounts receivable of the Foreign Borrower (if applicable) or such Foreign Guarantor.
(d) Leases and other Agreements. Each Credit Party shall timely and fully pay and perform its material obligations
under all material leases and other material agreements with respect to each leased location or public warehouse where any
Collateral is or may be located.
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