Audiovox 2012 Annual Report Download - page 273

(v) Dispositions not contemplated by the other clauses set forth in this Section 6.4(a) by the Credit Parties and
their Subsidiaries so long as such Dispositions, which when taken together with intercompany Indebtedness and
Investments permitted by Section 6.5(d), do not violate the limitations and other requirements permitted by Section
6.1(d);
(vi) the termination of any Hedging Agreement;
(vii) the sale, lease or transfer of account receivables in the commercially reasonable judgment of the Credit
Parties and in the ordinary course of business;
(viii) Dispositions in the form of sale-leaseback transactions in an amount not to exceed $4,000,000 in the
aggregate during the term of this Agreement; and
(ix) the sale, lease or transfer of property or assets of a nature not contemplated by the foregoing clauses
hereof not to exceed $3,000,000 in the aggregate in any fiscal year;
provided that (A) with respect to clauses (i)(A), (iii), (v), (vi), (vii) and (viii) above, at least 75% of the consideration paid
to the Credit Parties or any such Subsidiary shall be in the form of cash or Cash Equivalents, (B) immediately after giving effect
to any Disposition pursuant to clause (vii) above, the Credit Parties shall be in compliance on a Pro Forma Basis with the financial
covenants set forth in Section 5.9 hereof, recalculated for the most recently ended fiscal quarter for which information is
available, (C) with respect to clauses (iv), (v), (vi), (vii), (viii) and (ix) above, no Default or Event of Default shall exist or shall
result therefrom and (D) any Disposition pursuant to clauses (i), (iii) and (vii) shall be for fair market value; provided, further,
that with respect to sales of assets permitted hereunder only, the Administrative Agent shall be entitled, without the consent of
any Lender, to release its Liens relating to the particular assets sold; or
(b) enter into any transaction of merger or consolidation, except for (A) Investments or acquisitions permitted
pursuant to Section 6.5 so long as the Credit Party subject to such merger or consolidation is the surviving entity and (B) (v) the
merger or consolidation of an Excluded Foreign Subsidiary with an into another Excluded Foreign Subsidiary, a Domestic Credit
Party or a Foreign Credit Party, (w) the merger or consolidation of a Foreign Subsidiary that is not a Foreign Credit Party with
and into a Foreign Credit Party; provided that such Foreign Credit Party will be the surviving entity, (x) the merger or
consolidation of a Domestic Credit Party with and into another Domestic Credit Party; provided that if any Domestic Borrower is
a party thereto, such Domestic Borrower will be the surviving corporation, (y) the merger or consolidation of a Foreign Credit
Party with and into another Foreign Credit Party; provided that if the Foreign Borrower is a party thereto, the Foreign Borrower
will be the surviving corporation and (z) the merger or consolidation of a Foreign Credit Party (other than the Foreign Borrower)
with an into a Domestic Credit Party.
120