Audiovox 2012 Annual Report Download - page 167

(i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or
assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity;
provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result
in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a
Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be
deemed to be a Defaulting Lender (subject to Section 2.21(b)) upon delivery of written notice of such determination to the Company,
the Issuing Lender, the Swingline Lender and each Lender.
“Deposit Account Control Agreement ” shall mean an agreement, among a Credit Party, a depository institution, and the
Administrative Agent, which agreement is in a form reasonably acceptable to the Administrative Agent and the Company and which
provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC) over the deposit account(s) described
therein or any foreign equivalent thereof, as the same may be amended, modified, extended, restated, replaced, or supplemented from
time to time.
“Disposition” shall have the meaning set forth in Section 6.4.
“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount and (b) with
respect to any amount denominated in a Foreign Currency, the equivalent amount thereof in Dollars as reasonably determined by the
Administrative Agent at such time on the basis of the Spot Rate (as determined in respect of the most recent Revaluation Date) for the
purchase of Dollars with such Foreign Currency.
“Dollars” and “$” shall mean dollars in lawful currency of the United States of America.
“Domestic Borrower” or “Domestic Borrowers” shall have the meaning set forth in the first paragraph of this Agreement.
“Domestic Credit Party” or “Domestic Credit Parties” shall mean any of the Domestic Borrowers or the Domestic Guarantors.
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