Audiovox 2012 Annual Report Download - page 196

(b) Changes in GAAP. If at any time any change in GAAP, an election by the Company to convert to IFRS or a change
in IFRS would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the
Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in
good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP,
conversion to IFRS or change in IFRS (subject to the approval of the Required Lenders); provided that, until so amended,
(i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein (or following
a conversion to IFRS, IFRS prior to such change) and (ii) the Company shall provide to the Administrative Agent and the
Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in
GAAP, conversion to IFRS or change in IFRS.
(c) Financial Covenant Calculations. The parties hereto acknowledge and agree that, for purposes of all calculations
made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 and for purposes
of determining the Applicable Margin, (i) after consummation of any Permitted Acquisition, (A) income statement items and
other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included
in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Company
and the Administrative Agent and (B) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall
be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any
Disposition permitted by Section 6.4(a)(viii) or Section 6.4(a)(ix), (A) income statement items, cash flow statement items and
balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such
calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Company and the
Administrative Agent and (B) Indebtedness that is repaid with the proceeds of such Disposition shall be excluded from such
calculations and deemed to have been repaid as of the first day of such applicable period.
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Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as
applicable).
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