Audiovox 2012 Annual Report Download - page 261

 
(a) Except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse
Effect, comply with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply
with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental
Laws could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) Except as could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse
Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities
regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings;
and
(c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees,
agents, officers and directors and affiliates, from and against any and all claims, demands, penalties, fines, liabilities, settlements,
damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any
way relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of
the Credit Parties or any of their Subsidiaries or the Properties, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, reasonable attorney's and consultant's fees, investigation and
laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the
gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall
survive repayment of the Credit Party Obligations and all other amounts payable hereunder and termination of the
Commitments and the Credit Documents.
 
Comply with the following financial covenants:
(a) Total Leverage Ratio. The Total Leverage Ratio, calculated as of the last day of each fiscal quarter occurring during
the periods set forth below,shall be less than or equal to the following:
 
Closing Date through and including February 28, 2013 3.25 to 1.00
March 1, 2013 through and including February 28, 2014 3.00 to 1.00
March 1, 2014 and thereafter 2.75 to 1.00
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