Audiovox 2012 Annual Report Download - page 166

“Credit Party” shall mean any of the Borrowers or the Guarantors.
“Credit Party Obligations” shall mean, without duplication, (a) the Obligations and (b) for purposes of the Guaranty, the Security
Documents and all provisions under the other Credit Documents relating to the Collateral, the sharing thereof and/or payments from
proceeds of the Collateral, all Bank Product Debt.
“Debt Issuance” shall mean the issuance of any Indebtedness by any Credit Party or any of its Subsidiaries (excluding any
issuance by any Credit Party or any of its Subsidiaries of any Equity Interests or any Indebtedness of any Credit Party or any of its
Subsidiaries permitted to be incurred pursuant to Sections 6.1(a)-(m) hereof).
“Debtor Relief Laws” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect.
“Default” shall mean any of the events specified in Section 7.1, whether or not any requirement for the giving of notice or the
lapse of time, or both, or any other condition, has been satisfied.
“Default Rate” shall mean (a) when used with respect to the Obligations, other than Letter of Credit Fees, an interest rate equal
to (i) for Alternate Base Rate Loans, (A) the Alternate Base Rate plus (B) the Applicable Margin applicable to Alternate Base Rate Loans
plus (C) 2.00% per annum and (ii) for LIBOR Rate Loans, (A) the LIBOR Rate plus (B) the Applicable Margin applicable to LIBOR Rate
Loans plus (C) 2.00% per annum, (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin applicable to
Letter of Credit Fees plus 2.00% per annum, and (c) when used with respect to any other fee or amount due hereunder, an interest rate
equal to (A) the Alternate Base Rate plus (B) the Applicable Margin applicable to Alternate Base Rate Loans plus (C) 2% per annum.
“Defaulting Lender” shall mean, subject to Section 2.21(b), any Lender that, (a) has failed to (i) fund all or any portion of its
Loans within two Business Days of the date such Loans were required to be funded hereunder, unless such Lender notifies the
Administrative Agent and the Company in writing that such failure is the result of such Lender's determination that one or more
conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified
in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender, the Swingline Lender or any other
Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline
Loans) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent, the Issuing Lender or
the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement
to that effect (unless such writing or public statement relates to such Lender's obligation to fund a Loan hereunder and states that such
position is based on such Lender's determination that a condition precedent to funding (which condition precedent, together with any
applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three
Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and
the Company that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a
Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company),
or (d) has, or has a direct or indirect parent company that has,
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