Audiovox 2012 Annual Report Download - page 263

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Comply with all Requirements of Law and orders (including Environmental Laws, ERISA and the Patriot Act), and all
applicable restrictions imposed by all Governmental Authorities, applicable to it and the Collateral if noncompliance with any such
Requirements of Law, order or restriction could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.
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(a) Equity Interests. Each Domestic Credit Party will cause 100% of the Equity Interests in each of its direct or
indirect Domestic Subsidiaries and 65% (to the extent the pledge of a greater percentage would be unlawful or would cause any
materially adverse tax consequences to the Borrowers or any Guarantor) of the voting Equity Interests and 100% of the non-
voting Equity Interests of its first-tier Foreign Subsidiaries (provided that any first-tier Foreign Subsidiary that is treated as a
disregarded entity for tax purposes shall be deemed to be a Domestic Subsidiary), in each case to the extent owned by such
Credit Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the
terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably
request. To the extent legally permissible and subject to limitations arising under applicable corporate or tax laws, unless such
requirement is waived by the Administrative Agent in its reasonable discretion, the Foreign Credit Parties will cause 100% of the
Equity Interests in each of their direct Subsidiaries to be subject at all times to a first priority Lien in favor of the Administrative
Agent (on behalf of the Lenders) pursuant to the terms and conditions of the Security Documents or such other security
documents as the Administrative Agent shall reasonably request, which pledge of Equity Interests shall secure the Foreign
Obligations.
(b) Personal Property. Subject to the terms of subsection (c) below, each Domestic Credit Party will cause all of its
tangible and intangible personal property now owned or hereafter acquired by it to be subject at all times to a first priority,
perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent for the benefit of the Secured
Parties to secure the Credit Party Obligations pursuant to the terms and conditions of the Security Documents or such other
security documents as the Administrative Agent shall reasonably request. Subject to the terms of subsection (c) below, each
Foreign Credit Party will cause all of its tangible and intangible personal property now owned or hereafter acquired by it to be
subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative
Agent for the benefit of the Secured Parties to secure the Credit Party Obligations of the Foreign Credit Parties pursuant to the
terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably
request. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants set forth in the Security
Documents.
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