Audiovox 2012 Annual Report Download - page 192

“Title Insurance Company” shall have the meaning set forth in the definition of “ Mortgage Policy”.
“Total Leverage Ratio” shall mean, as of any date of determination, for the Company and its Subsidiaries on a Consolidated basis,
the ratio of (a) Consolidated Funded Debt on such date to (b) Consolidated EBITDA for the four (4) consecutive quarters ending on such
date (or, for purposes other than measuring compliance with the financial covenants set forth in Section 5.9, on the most recently ended
four (4) consecutive fiscal quarters for which financial statements are available).
“Trademark License” shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right
to use any Trademark.
“Trademarks” shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business
names, service marks, elements of package or trade dress of goods or services, logos and other source or business identifiers, together
with the goodwill associated therewith, all registrations and recordings thereof, and all applications in connection therewith, whether in
the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof and (b) all renewals thereof.
“Tranche” shall mean the collective reference to (a) LIBOR Rate Loans whose Interest Periods begin and end on the same day
and (b) Alternate Base Rate Loans made on the same day.
“Transactions” shall mean the closing of this Agreement and the other Credit Documents and the consummation of the
Acquisition and the other transactions contemplated hereby and pursuant to the other Credit Documents (including, without limitation,
the initial borrowings under the Credit Documents and the payment of fees and expenses in connection with all of the foregoing).
“Transfer Effective Date” shall have the meaning set forth in each Assignment and Assumption.
“Type” shall mean, as to any Loan, its nature as an Alternate Base Rate Loan or LIBOR Rate Loan, as the case may be.
“UCC” shall mean the Uniform Commercial Code from time to time in effect in any applicable jurisdiction.
UCPmeans, with respect to any commercial Letter of Credit, the Uniform Customs and Practice for Documentary Credits
2007 Revision, UCP 600, published by the International Chamber of Commerce (or, if L/C Issuer will agree at the time of issuance,
such later version thereof as may be in effect immediately prior to the issuance of such Letter of Credit, the extension of the expiry date
thereof or any increase of the amount thereof).
39