Audiovox 2012 Annual Report Download - page 257

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Furnish to the Administrative Agent and each of the Lenders:
(a) Accountants' Certificate. Concurrently with the delivery of the financial statements referred to in Section 5.1(a)
above, any document or other correspondence from the Company's independent certified public accountants reporting on the
financial statements of the Company and including any information relating to such accountants knowledge of any Default or
Event of Default.
(b) Officer's Certificate. Concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and
5.1(b) above, a certificate of an Authorized Officer substantially in the form of Exhibit 5.2(b) stating that (i) such financial
statements present fairly the financial position of the Credit Parties and their Subsidiaries for the periods indicated in conformity
with GAAP applied on a consistent basis, (ii) each of the Credit Parties during such period observed or performed all of its
covenants and other agreements, and satisfied every condition, contained in this Agreement to be observed, performed or
satisfied by it, and (iii) such Authorized Officer has obtained no knowledge of any Default or Event of Default except as
specified in such certificate and such certificate shall include the calculations in reasonable detail required to indicate compliance
with Section 5.9 as of the last day of such period.
(c) Updated Schedules. Concurrently with or prior to the delivery of the financial statements referred to in
Sections 5.1(a) and 5.1(b) above, updated Schedules, if necessary, with respect to any new or altered Collateral items where
action is required by the Administrative Agent to perfect in such Collateral, including any changes to insurance policies.
(d) Reports; SEC Filings; Regulatory Reports; Press Releases; Etc. Promptly upon their becoming available, (i) copies
of all reports (other than those provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial
information which any Credit Party sends to its shareholders, (ii) copies of all reports and all registration statements and
prospectuses, if any, which any Credit Party makes to, or files with, the SEC (or any successor or analogous Governmental
Authority) or any securities exchange or other private regulatory authority, (iii) all material regulatory reports and (iv) all press
releases and other statements made available by any of the Credit Parties to the public concerning material developments in the
business of any of the Credit Parties.
(e) Management Letters; Etc. Promptly upon receipt thereof, a copy or summary of any other report, or
“management letter” or similar report submitted by independent accountants to any Credit Party or any of their Subsidiaries in
connection with any annual, interim or special audit of the books of such Person.
(f) Changes in Corporate Structure. Within ten days prior to any merger, consolidation, dissolution or other change in
corporate structure of any Credit Party or any of its Subsidiaries permitted pursuant to the terms hereof, provide notice of such
change in corporate structure to the Administrative Agent.
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