Audiovox 2012 Annual Report Download - page 182

“Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Net Cash Proceeds” shall mean the aggregate cash proceeds received by any Credit Party or any Subsidiary in respect of any
Asset Disposition, Debt Issuance or Extraordinary Receipt, net of (a) reasonable and customary costs (including, without limitation,
legal, accounting and investment banking fees, and sales commissions) associated therewith and paid to Persons who are not Credit
Parties or their Affiliates and (b) taxes paid or reasonably estimated to be payable as a result thereof; it being understood that “Net Cash
Proceeds” shall include, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received
by any Credit Party or any Subsidiary in any Asset Disposition, Debt Issuance or Extraordinary Receipt and any cash released from
escrow as part of the purchase price in connection with any Asset Disposition.
“Non-Consenting Lender” shall mean any Lender that does not approve any consent, waiver or amendment that (a) requires the
approval of all affected Lenders in accordance with the terms of Section 9.1 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender' shall mean, at any time, each Lender that is not a Defaulting Lender at such time.
“Note” or “Notes” shall mean the Revolving Loan Notes, the Term Loan Notes and/or the Swingline Loan Note, collectively,
separately or individually, as appropriate.
“Notice of Borrowing” shall mean a request for a U.S. Revolving Loan borrowing pursuant to Section 2.1(A)(b)(i), a request for
a Multicurrency Revolving Loan borrowing pursuant to Section 2.1(B)(b)(i) or a request for a Swingline Loan borrowing pursuant to
Section 2.4(b)(i), as appropriate. A Form of Notice of Borrowing is attached as Exhibit 1.1(c).
“Notice of Conversion/Extension” shall mean the written notice of conversion of a LIBOR Rate Loan to an Alternate Base Rate
Loan or an Alternate Base Rate Loan to a LIBOR Rate Loan, or extension of a LIBOR Rate Loan, in each case substantially in the form
of Exhibit 1.1(d).
“Obligations” shall mean, collectively, all of the obligations, Indebtedness and liabilities of the Credit Parties to the Lenders
(including the Swingline Lender and the Issuing Lender) and the Administrative Agent, whenever arising, under this Agreement, the
Notes or any of the other Credit Documents, including principal, interest, fees, costs, charges, expenses, professional fees,
reimbursements, all sums chargeable to the Credit Parties or for which any Credit Party is liable as an indemnitor and whether or not
evidenced by a note or other instrument and indemnification obligations and other amounts (including, but not limited to, any interest
accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy Code).
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