Audiovox 2012 Annual Report Download - page 190

“Sharing Event” shall mean (a) the occurrence and continuance of any Event of Default under Section 7.1(f), (b) the
declaration of the termination of any Commitment, or the acceleration of the maturity of any Loans, in each case in accordance with
Section 7.2 or (c) the failure of any Borrower to pay any principal of, or interest on, any Loans or any LOC Obligations on the Maturity
Date.
“Single Employer Plan” shall mean any Plan that is not a Multiemployer Plan.
“Solvent” shall mean, with respect to any Person on a particular date, that, at fair valuations, the sum of such Person's assets is
greater than all of such Person's debts.
“Spot Rate” shall mean, for any currency, the rate determined by the Administrative Agent, to be the rate quoted by the Person
acting in such capacity, as the spot rate for the purchase by such Person of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign
exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution
designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying
rate for any such currency.
“Subordinated Debt” shall mean any Indebtedness incurred by any Credit Party which by its terms is specifically subordinated in
right of payment to the prior payment of the Credit Party Obligations and contains subordination and other terms reasonably acceptable to
the Administrative Agent.
“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of
stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power
only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation,
limited liability company, partnership or other entity are at the time owned, or the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.
“Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate
principal amount at any time outstanding up to the Swingline Committed Amount, and the commitment of the Revolving Lenders to
purchase participation interests in the Swingline Loans as provided in Section 2.4(b)(ii), as such amounts may be reduced from time to
time in accordance with the provisions hereof.
“Swingline Committed Amount” shall mean the amount of the Swingline Lender's Swingline Commitment as specified in
Section 2.4(a).
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