Audiovox 2012 Annual Report Download - page 268

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Each of the Credit Parties hereby covenants and agrees that on the Closing Date, and thereafter (a) for so long as this Agreement
is in effect, (b) until the Commitments have terminated and (c) the Credit Party Obligations and all other amounts owing to the
Administrative Agent or any Lender hereunder are paid in full in cash, that:
 
No Credit Party will, nor will it permit any Subsidiary to, contract, create, incur, assume or permit to exist any Indebtedness,
except:
(a) Indebtedness arising or existing under this Agreement and the other Credit Documents;
(b) Indebtedness (including any undrawn amounts available under any document representing such Indebtedness) of
the Credit Parties and their Subsidiaries existing as of the Closing Date as referred to in the financial statements referenced in
Section 3.1 or set forth specifically in Schedule 6.1(b) hereto, and any renewals, refinancings or extensions thereof in a
principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension (plus any amounts
permitted under Section 6.1(k)) and the terms of any such renewal, refinancing or extension are not materially less favorable to
the obligor thereunder;
(c) Indebtedness of the Credit Parties and their Subsidiaries incurred after the Closing Date consisting of Capital Leases
or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such
Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness
shall be renewed, refinanced or extended for a principal amount in excess of the principal balance outstanding thereon at the
time of such renewal, refinancing or extension; and (iii) the total amount of all such Indebtedness shall not exceed $5,000,000 at
any time outstanding;
(d) Unsecured intercompany Indebtedness (i) among the Domestic Credit Parties, (ii) among the Foreign Credit
Parties, (iii) of Domestic Credit Parties owing to Foreign Credit Parties, (iv) of Foreign Credit Parties owing to Domestic Credit
Parties in an aggregate principal amount under this clause (iv) not to exceed €10,000,000 at any time outstanding; provided, that,
such amount shall be reduced to €4,000,000 on the the earlier of (A) the date that is forty-five (45) days following the Closing
Date and (B) the date that the requirements set forth in Section 5.14(f)(iv) of this Agreement have been satisfied in their
entirety, and (v) of Excluded Foreign Subsidiaries owing to a Credit Party in an aggregate principal amount not to exceed
€10,000,000 at any time outstanding; provided, that, in each case, no Default or Event of Default shall have occurred or be
continuing both immediately before and immediately after giving effect to such incurrence of Indebtedness; provided further
that notwithstanding the foregoing, intercompany loans, together with any Asset Dispositions under Section 6.4(a)(v), made to
(A) the Venezuela Guarantor shall not exceed $10,000,000 in the aggregate at any time outstanding, (B) the Dutch Guarantor
shall not exceed $20,000,000 in the aggregate at any time outstanding and (C) the Mexican Guarantor shall not exceed
$17,000,000 in the aggregate at any time outstanding;
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