Audiovox 2012 Annual Report Download - page 186

“PPSA” means the Personal Property Security Act (Ontario), the Civil Code of Québec or any other applicable Canadian
Federal or Provincial statute pertaining to the granting, perfecting, priority or ranking of security interests, liens, hypothecs on personal
property, and any successor statutes, together with any regulations thereunder, in each case as in effect from time to time. References to
sections of the PPSA shall be construed to also refer to any successor sections.
“Primary Syndication” shall mean any assignments by the Administrative Agent in order to effectuate the initial post-closing
syndication made on or prior to the earlier of (a) the date that is ninety (90) days after the Closing Date and (b) the completion of all
assignments relating to the completion of a successful syndication.
“Prime Rate” shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to
time by the Administrative Agent at its principal office in Charlotte, North Carolina as its prime rate. Each change in the Prime Rate
shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that
the rate announced publicly by the Administrative Agent as its Prime Rate is an index or base rate and shall not necessarily be its lowest
or best rate charged to its customers or other banks.
“Pro Forma Basis” shall mean, with respect to any transaction, that such transaction shall be deemed to have occurred as of the
first day of the four-quarter period (or twelve month period, as applicable) ending as of the most recent quarter end (or month end, as
applicable) preceding the date of such transaction for which financial statement information is available.
“Properties” shall have the meaning set forth in Section 3.10(a).
“Recipient” shall mean (a) the Administrative Agent, (b) any Lender, (c) the Swingline Lender and (d) the Issuing Lender, as
applicable.
“Recovery Event” shall mean the receipt by any Credit Party or its Subsidiaries of any cash insurance proceeds or condemnation
award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective
property or assets.
“Register” shall have the meaning set forth in Section 9.6(c).
“Reimbursement Obligation” shall mean the obligation of the Borrowers to reimburse the Issuing Lender pursuant to Section
2.3(d) for amounts drawn under Letters of Credit.
“Related Parties” shall mean, with respect to any Person, such Person's Affiliates and the partners, directors, officers,
employees, agents, trustees and advisors of such Person and of such Person's Affiliates.
“Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within
the meaning of such term as used in Section 4241 of ERISA.
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