Audiovox 2012 Annual Report Download - page 275

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The Credit Parties will not, nor will they permit any Subsidiary to, enter into any transaction or series of transactions, whether
or not in the ordinary course of business, with any officer, director, shareholder or Affiliate other than on terms and conditions
substantially as favorable as would be obtainable in a comparable arm's-length transaction with a Person other than an officer, director,
shareholder or Affiliate, other than (a) transactions solely (i) between or among Domestic Credit Parties, (ii) between or among Foreign
Credit Parties, (iii) between or among Excluded Foreign Subsidiaries, (iv) between a Domestic Credit Party and a Foreign Credit Party as
permitted pursuant to Section 6.1(d), 6.4(a)(iv) or 6.5(d), between a Domestic Credit Party or a Foreign Credit Party and an Excluded
Foreign Subsidiary as permitted pursuant to Section 6.1(d), 6.4(a)(v) or 6.5(d) and (v) between Credit Parties and their Subsidiaries with
respect to the sale of inventory or materials consistent with past practices of the Company and (b) any Restricted Payment permitted by
Section 6.10.
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The Credit Parties will not, nor will they permit any Subsidiary to, create, form or acquire any Subsidiaries, except for
Domestic Subsidiaries that are joined as Additional Domestic Credit Parties as required by the terms hereof, Foreign Subsidiaries joined as
Additional Foreign Credit Parties as required by the terms hereof and Excluded Foreign Subsidiaries to the extent permitted by Section
6.4(a)(v) and 6.5(d).
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No Credit Party will, nor will it permit any of its Subsidiaries to, (a) change its fiscal year (other than (i) a Subsidiary of the
Company may change its fiscal year to coincide with the fiscal year of the Company or (ii) to the extent required by law), (b) amend,
modify or change its articles of incorporation, certificate of designation (or corporate charter or other similar organizational document)
operating agreement or bylaws (or other similar document) in any respect materially adverse to the interests of the Lenders without the
prior written consent of the Required Lenders. No Credit Party shall (a) (i) except as permitted under Section 6.4, alter its legal
existence or, in one transaction or a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of
its assets, (ii) change its state of incorporation or organization, without providing thirty (30) days prior written notice to the
Administrative Agent and without filing (or confirming that the Administrative Agent has filed) such financing statements and
amendments to any previously filed financing statements as the Administrative Agent may reasonably require, or (iii) change its
registered legal name, without providing thirty (30) days prior written notice to the Administrative Agent and without filing (or
confirming that the Administrative Agent has filed) such financing statements and amendments to any previously filed financing
statements as the Administrative Agent may require, (b) have more than one state of incorporation, organization or formation or
(c) change its accounting method (except in accordance with GAAP or as permitted by Section 1.3).
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