Audiovox 2012 Annual Report Download - page 262

(b) Consolidated EBIT to Consolidated Interest Expense Ratio . The Consolidated EBIT to Consolidated Interest
Expense Ratio, calculated as of the last day of each fiscal quarter, shall be greater than or equal to 3.00 to 1.00.
 
(a) The Domestic Credit Parties will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or
otherwise existing to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is formed or acquired (or such
longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Domestic Guarantor hereunder by
way of execution of a Joinder Agreement; provided that any Domestic Subsidiary formed in connection with the Indiana Project or the
Florida Project shall not be required to become a Guarantor to the extent doing so would violate applicable law or such Subsidiary's
organizational documents or the relevant financing documentation (to the extent otherwise permitted hereunder). In connection
therewith, the Domestic Credit Parties shall give notice to the Administrative Agent not less than ten (10) days prior to creating a
Domestic Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring
the Equity Interests of any other Person. The Domestic Credit Party Obligations shall be secured by, among other things, a first priority
perfected security interest in the Collateral (subject to Permitted Liens) of such new Domestic Guarantor and a pledge of 100% of the
Equity Interests of such new Domestic Guarantor and its Domestic Subsidiaries and 65% (or such higher percentage that would not
result in material adverse tax consequences for such new Domestic Guarantor) of the voting Equity Interests and 100% of the non-
voting Equity Interests of its first-tier Foreign Subsidiaries. In connection with the foregoing, the Domestic Credit Parties shall deliver to
the Administrative Agent, with respect to each Domestic Guarantor to the extent applicable, substantially the same documentation
required pursuant to Sections 4.1and 5.12 and such other documents or agreements as the Administrative Agent may reasonably
request.
(b) The Credit Parties will cause each of their direct and indirect Material Foreign Subsidiaries (other than the Excluded Foreign
Subsidiaries), whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after
such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable
discretion)) become a Foreign Guarantor to the extent legally permissible and subject to requirements and limitations arising under
applicable corporate or tax laws (that would have a material adverse tax consequence), unless waived by the Administrative Agent in its
reasonable discretion. In connection therewith, the Company shall give notice to the Administrative Agent not less than twenty (20) days
prior to any Borrower creating a Material Foreign Subsidiary, or acquiring the Equity Interests of any other Person organized under the
laws of a foreign country. The Foreign Obligations shall be secured by, among other things, a first priority security interest in the
Foreign Collateral of such new Foreign Guarantor (subject to Permitted Liens) and a pledge of 100% of the Equity Interests of such new
Foreign Guarantor and its Subsidiaries to the extent legally permissible and subject to requirements and limitations arising under
applicable corporate or tax laws (that would have a material adverse tax consequence), unless waived by the Administrative Agent in its
reasonable discretion. In connection with the foregoing, the Company shall deliver to the Administrative Agent, with respect to each
new Material Foreign Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1 and
5.12 and such other documents or agreements as the Administrative Agent may reasonably request.
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