Audiovox 2012 Annual Report Download - page 272

(s) Liens in the form of a mortgage with respect to the Florida Project; and
(t) additional Liens of a nature not contemplated by the foregoing clauses hereof so long as the principal amount of
Indebtedness and other obligations secured thereby does not exceed $1,000,000 in the aggregate.
Notwithstanding the foregoing, if a Credit Party shall grant a Lien on any of its assets in violation of this Section, then it shall be
deemed to have simultaneously granted an equal and ratable Lien on any such assets in favor of the Administrative Agent for the ratable
benefit of the Secured Parties, to the extent such Lien has not already been granted to the Administrative Agent.
 
No Credit Party will, nor will it permit any Subsidiary to, alter the character of its business in any material respect from that
conducted as of the Closing Date, except as could not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.
 
The Credit Parties will not, nor will they permit any Subsidiary to,
(a) dissolve, liquidate or wind up its affairs, or sell, transfer, lease or otherwise dispose of its property or assets (each a
“Disposition”) or agree to do so at a future time, except the following, without duplication, shall be expressly permitted:
(i) (A) Dispositions of inventory and materials in the ordinary course of business and (B) the conversion of
cash into Cash Equivalents and Cash Equivalents into cash;
(ii) Dispositions of property or assets as a result of a Recovery Event;
(iii) Dispositions of machinery, parts and equipment no longer used or useful in the conduct of the business of
the Credit Parties or any of their Subsidiaries;
(iv) the dissolution of (A) any Domestic Credit Party (other than the Domestic Borrowers) to the extent any
and all assets of such Domestic Credit Party are distributed to another Domestic Credit Party, (B) any Foreign Credit
Party (other than the Foreign Borrower) to the extent any and all assets of such Foreign Credit Party are distributed to
another Foreign Credit Party, (C) any Foreign Credit Party (other than the Foreign Borrower) to the extent any and all
assets of such Foreign Credit Party are distributed to such Domestic Credit Party and (D) any Excluded Foreign
Subsidiary;
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