Audiovox 2012 Annual Report Download - page 276

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The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other
distributions to any Credit Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits,
(b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or
transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents
or any renewals, refinancings, exchanges, refundings or extension thereof or amend or otherwise modify the Credit Documents, except
(in respect of any of the matters referred to in clauses (a) ‑(d) above) for such encumbrances or restrictions existing under or by reason
of (i) this Agreement and the other Credit Documents, (ii) applicable law or other restriction imposed by any Governmental Authority,
(iii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c) or any of Section 6.1(h) - (k); provided
that any such restriction contained therein relates only to the asset or assets constructed, acquired or financed in connection therewith or
is otherwise reasonably acceptable to the Administrative Agent, (iv) any document or instrument existing on the Closing Date and set
forth on Schedule 6.9; and (v) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any
such restriction contained therein relates only to the asset or assets subject to such Permitted Lien or is otherwise reasonably acceptable
to the Administrative Agent.
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The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any
sum for or pay any Restricted Payment, except (a) to make dividends payable solely in the same class of Equity Interests of such Person,
(b) to make dividends or other distributions payable to any of the Credit Parties (directly or indirectly through its Subsidiaries), (c) to
make dividends or other distributions payable from an Excluded Foreign Subsidiary to another Excluded Foreign Subsidiary or to any of
the Credit Parties (directly or indirectly through its Subsidiaries), and (d) so long as (i) no Default or Event of Default has occurred or is
continuing or would result therefrom and (ii) the Credit Parties have demonstrated to the reasonable satisfaction of the Administrative
Agent that, after giving effect to such Restricted Payment on a Pro Forma Basis, (A) the Credit Parties are in compliance with each of
the financial covenants set forth in Section 5.9 and (B) the Total Leverage Ratio shall be .25 less than the then applicable level set forth
in Section 5.9, to make other Restricted Payments in an aggregate amount not to exceed $2,500,000 during the term of this Agreement.
  
The Credit Parties will not, nor will they permit any Subsidiary to, without the prior written consent of the Required Lenders,
amend, modify, waive or extend or permit the amendment, modification, waiver or extension of any term of any document governing
or relating to any Subordinated Debt in a manner that is materially adverse to the interests of the Lenders.
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