Audiovox 2012 Annual Report Download - page 174

“Guaranty Obligations” shall mean, with respect to any Person, without duplication, any obligations of such Person (other than
endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to
guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including, without limitation, any
obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to
advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital,
solvency or other balance sheet condition of such other Person (including, without limitation, keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person,
(c) to lease or purchase property, securities or services primarily for the purpose of assuring the holder of such Indebtedness against loss
in respect thereof, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The
amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the
outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty
Obligation is made.
“Hedging Agreements” shall mean, with respect to any Person, any agreement entered into to protect such Person against
fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar
agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement,
currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging agreements.
“Hungarian Guarantor” shall mean Hirschmann Car Communication Kft., a limited liability corporation ( 
) organized under the laws of Hungary.
“Hungarian Security Documents” shall mean, collectively, the documents governed by Hungarian law purporting to create,
establish or grant security interest in favor of the Administrative Agent executed by the Hungarian Guarantor or any of the other Credit
Parties, including any amendment, restatement, novation, confirmation of or supplement to any of such documents.
“IFRS” shall mean, as of any date of determination, the International Financial Reporting Standards adopted by the International
Accounting Standards Board, as applicable on such date, consistently applied, as in effect from time to time, subject, however, in the
case of determination of compliance with the financial covenants set out in Section 5.9, to the provisions of Section 1.3.
“Immaterial Subsidiary” shall mean, as of any date of determination, any Subsidiary of the Company (other than a Borrower)
that, together with its Subsidiaries, (a) generates less than 2% of Consolidated EBITDA on a Pro Forma Basis for the four (4) fiscal
quarter period most recently ended or (b) owns less than 2% of the Consolidated Assets as of the last day of the most recently ended
fiscal quarter of the Company.
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