Audiovox 2012 Annual Report Download - page 161

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the
Administrative Agent, the Issuing Lender or Swingline Lender (as applicable) and the Lenders, as collateral for LOC Obligations,
obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may
require), cash or deposit account balances or, if the Issuing Lender or Swingline Lender benefiting from such collateral shall agree in its
sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the
Administrative Agent and (b) the Issuing Lender or the Swingline Lender. “Cash Collateral” shall have a meaning correlative to the
foregoing and shall include the proceeds of such cash collateral and other credit support.
“Cash Equivalents” shall mean (a) securities issued or directly and fully guaranteed or insured by the United States of America
or any agency or instrumentality thereof ( provided that the full faith and credit of the United States of America is pledged in support
thereof) having maturities of not more than twelve months from the date of acquisition (“ Government Obligations”), (b) Dollar or
Foreign Currency denominated time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit of
(i) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose
short-term commercial paper rating at the time of the acquisition thereof is at least A-1 or the equivalent thereof from S&P or from
Moody's is at least P-1 or the equivalent thereof from Moody's (any such bank being an “ Approved Bank”), in each case with maturities
of not more than 364 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved
Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by any domestic corporation rated A ‑1 (or
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody's and maturing within six months of the
date of acquisition, (d) repurchase agreements with a term of not more than thirty (30) days with a bank or trust company (including a
Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully
guaranteed by the United States of America, (e) obligations of any state of the United States or any political subdivision thereof for the
payment of the principal and redemption price of and interest on which there shall have been irrevocably deposited Government
Obligations maturing as to principal and interest at times and in amounts sufficient to provide such payment, (f) money market accounts
subject to Rule 2a-7 of the Investment Company Act of 1940 (“ Rule 2a-7”) which consist primarily of cash and cash equivalents set
forth in clauses (a) through (e) above and of which 95% shall at all times be comprised of First Tier Securities (as defined in Rule 2a-7)
and any remaining amount shall at all times be comprised of Second Tier Securities (as defined in Rule 2a-7), and (g) shares of any so-
called “money market fund”; provided that such fund is registered under the Investment Company Act of 1940, has net assets of at least
$500,000,000 and has an investment portfolio with an average maturity of 365 days or less.
“Cash Management Services” shall mean any services provided from time to time to any Credit Party or Subsidiary in
connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automatic clearinghouse,
controlled disbursement, depository, electronic funds transfer, information reporting, lockbox, stop payment, overdraft and/or wire
transfer services and all other treasury and cash management services.
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