Audiovox 2012 Annual Report Download - page 168

“Domestic Guarantor” shall mean (a) any of the Domestic Subsidiaries of the Domestic Borrowers identified as a “Domestic
Guarantor” on the signature pages hereto, (b) following the execution of a Joinder Agreement pursuant to Section 5.14(f)(iv), the
Mexican Guarantor, the Canadian Guarantor, the Venezuela Guarantor and the Dutch Guarantor and (c) any Additional Domestic Credit
Party or Foreign Credit Party that executes a Joinder Agreement in order to become a Domestic Guarantor, together with their
successors and permitted assigns.
“Domestic Lending Office” shall mean, initially, the office of each Lender designated as such Lender's Domestic Lending
Office shown in such Lender's Administrative Questionnaire; and thereafter, such other office of such Lender as such Lender may
from time to time specify to the Administrative Agent and the Company as the office of such Lender at which Alternate Base Rate
Loans of such Lender are to be made.
“Domestic Obligations” shall mean all Credit Party Obligations of the Domestic Borrowers and the Domestic Guarantors.
“Domestic Revolving Loan” shall mean any Revolving Loan denominated in Dollars.
“Domestic Subsidiary” shall mean any Subsidiary that is organized and existing under the laws of the United States or any state
or commonwealth thereof or under the laws of the District of Columbia.
“Dutch Guarantor” shall mean Klipsch Group Europe, B.V., a private company with limited liability with its corporate seat in
Leiden, the Netherlands, and its successors and assigns.
“Dutch Parallel Debt” shall have the meaning set forth in Section 9.31(a).
“Dutch Security Documents” shall mean, collectively, (a) a Dutch law notarial share pledge deedcreating a right of pledge
(with conditional transfer of voting rights) over the shares and any future shares in the share capital of Klipsch Group Europe B.V. and
(b) a Dutch law pledge deed creating a right of pledge over certain of Klipsch Group Europe B.V.'s receivables and tangible assets, in
favor of the Administrative Agent.
“Eligible Assignee” shall mean (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other
than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Commitment, the
Swingline Lender and the Issuing Lender and (iii) unless an Event of Default has occurred and is continuing and so long as the Primary
Syndication of the Loans has been completed, the Company (each such approval not to be unreasonably withheld or delayed), provided,
that, the Company shall be deemed to have approved such Person unless it shall object thereto by written notice to the Administrative
Agent (A) within five (5) Business Days after having received notice thereof and (B) notwithstanding the foregoing, “Eligible
Assignee” shall not include (1) any Credit Party or any of the Credit Party's Affiliates or Subsidiaries, (2) any Person holding
Subordinated Debt of the Credit Parties or any of such Person's Affiliates or (3) any Defaulting Lender (or any of their Affiliates).
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