Audiovox 2012 Annual Report Download - page 180

“Material Contract” shall mean (a) any contract, license or other agreement listed on Schedule 3.23, (b) any contract, license or
other agreement, written or oral, of the Credit Parties or any of their Subsidiaries involving aggregate consideration payable to or by any
Credit Party or any Subsidiary of a Credit Party of $5,000,000 per annum or more (other than purchase orders in the ordinary course of
the business of such Person or such Subsidiary and other than contracts that by their terms may be terminated by such Person or
Subsidiary in the ordinary course of its business upon less than sixty (60) days notice without penalty or premium) and (c) any other
contract, agreement, permit or license, written or oral, of the Credit Parties or any of their Subsidiaries as to which the breach,
nonperformance, cancellation or failure to renew by any party thereto, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.
“Material Foreign Subsidiary” shall mean, as of any date of determination, any Foreign Subsidiary of the Company (other than
Excluded Foreign Subsidiaries) that, together with its Subsidiaries, (a) generates more than 2% of Consolidated EBITDA on a Pro Forma
Basis for the four (4) fiscal quarter period most recently ended or (b) owns more than 2% of the Consolidated Assets as of the last day of
the most recently ended fiscal quarter of the Company; provided, however, that if at any time there are Foreign Subsidiaries which are
not classified as “Material Foreign Subsidiaries” but which collectively (i) generate more than 5% of Consolidated EBITDA on a Pro
Forma Basis or (ii) own more than 5% of the Consolidated Assets as of the last day of the most recently ended fiscal quarter of the
Company, then the Company shall promptly designate one or more of such Foreign Subsidiaries as Material Foreign Subsidiaries and
cause any such Foreign Subsidiaries to comply with the provisions of Section 5.10 such that, after such Foreign Subsidiaries become
Guarantors hereunder, the Foreign Subsidiaries that are not Guarantors shall (iii) generate less than 5% of Consolidated EBITDA and (iv)
own less than 5% of the Consolidated Assets.
“Materials of Environmental Concern” shall mean any gasoline or petroleum (including crude oil or any extraction thereof) or
petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any
Environmental Law, including, without limitation, asbestos, perchlorate, polychlorinated biphenyls and urea-formaldehyde insulation.
“Maturity Date” shall mean the date that is five (5) years following the Closing Date; provided, however, if such date is not a
Business Day, the Maturity Date shall be the preceding Business Day.
“Mexican Guarantor” shall mean, Audiovox Mexico, S de RL de CV.
“Mexican Security Documents” shall mean, collectively (a) a Non-Possessory Pledge Agreement ( 
) to be entered into by and between the Mexican Guarantor and Administrative Agent, which would create a
first priority security interest (subject to Permitted Liens) over all the Collateral owned by the Mexican Guarantor to secure the
obligations of Borrowers and Guarantors under the Credit Documents; and (b) an Equity Quota Pledge Agreement ( 
) to be entered into by and between the equity-holders of the Mexican Guarantor and Administrative Agent with
the appearance of the Mexican Guarantor for corporate compliance purposes, which would create a first priority pledge (subject to
Permitted Liens) over the capital stock of the Mexican Guarantor to secure the obligations of Borrowers and Guarantors under the Credit
Documents..
27