Audiovox 2012 Annual Report Download - page 170

“Exchange Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, in each case determined on the date of
occurrence of a Sharing Event (but before giving effect to any actions to occur on such date pursuant to Article XI) of which (a) the
numerator shall be the sum of (i) the then outstanding Revolving Loans and Term Loan held by such Lender plus (ii) Participation
Interests of such Lender in Letters of Credit and Swingline Loans (in each case taking the Dollar Equivalent of any amounts expressed
in a Foreign Currency on the date of the occurrence of the Sharing Event) and (b) the denominator of which shall be the sum of (i) the
aggregate outstanding principal amount of all Revolving Loans and Term Loans plus (ii) the aggregate of all LOC Obligations and the
aggregate principal amount of all Swingline Loans (in each case taking the Dollar Equivalent of any amounts expressed in a Foreign
Currency on the date of the occurrence of the Sharing Event).
“Excluded Foreign Subsidiary” shall mean, Audiovox German Holdings GmbH, Audiovox Incaar Systems GmbH, Magnat
Audio Produtke GmbH, Oehlbach Kabel GmbH, Schwaiger GmbH, Audiovox Audio Produkte GmbH and any Subsidiary of the
Company that is not a Borrower and is not required pursuant to the terms of Section 5.10 and Section 5.12 to become a Guarantor or
pledge Collateral.
“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient, (a) Taxes imposed on or
measured by the Recipient's net income (however denominated), franchise Taxes imposed on the Recipient, and branch profits Taxes
imposed on the Recipient, in each case, (i) by the jurisdiction (or any political subdivision thereof) under the laws of which such
Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is
located or (ii) as the result of any other present or former connection between such Recipient and the jurisdiction imposing such Tax
(other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any
Credit Document, or sold or assigned an interest in any Loan or Credit Document), (b) in the case of a Lender (other than an assignee
pursuant to a request by the Company under Section 2.19(b)), U.S. federal withholding Taxes imposed on amounts payable to or for the
account of such Lender pursuant to a law in effect on the date on which (i) such Lender becomes a party hereto or (ii) such Lender
changes its lending office, except in each case to the extent that, pursuant to Section 2.16, amounts with respect to such Taxes were
payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it
changed its lending office, (c) Taxes attributable to such Recipient's failure to comply with Section 2.16(g) and (d) any Taxes imposed
under FATCA (or any amended or successor version of FATCA that is substantively comparable and not materially more onerous to
comply with).
“Extension of Credit” shall mean, as to any Lender, the making of a Loan by such Lender, any conversion of a Loan from one
Type to another Type, any extension of any Loan or the issuance, extension or renewal of, or participation in, a Letter of Credit or
Swingline Loan by such Lender.
“Extraordinary Receipt” shall mean any cash received by or paid to or for the account of any Person not in the ordinary course
of business, as a result of a Recovery Event (other than proceeds of business interruption insurance to the extent such proceeds
constitute compensation for lost earnings).
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