Audiovox 2012 Annual Report Download - page 265

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In the case of (a) each headquarter location of the Credit Parties, each other location where any significant administrative or
governmental functions are performed and each other location where the Credit Parties maintain any books or records (electronic or
otherwise) and (b) any personal property Collateral located at any other premises leased by a Credit Party containing personal property
Collateral with a value in excess of $1,000,000, the Credit Parties will provide the Administrative Agent with such estoppel letters,
consents and waivers from the landlords on such real property to the extent (i) requested by the Administrative Agent and (ii) the Credit
Parties are able to secure such letters, consents and waivers after using commercially reasonable efforts (such letters, consents and
waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, it being acknowledged and agreed that any
landlord waiver in the form of Exhibit 4.1(d) is reasonably satisfactory to the Administrative Agent).
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(a) Public/Private Designation. The Credit Parties will cooperate with the Administrative Agent in connection with the
publication of certain materials and/or information provided by or on behalf of the Credit Parties to the Administrative Agent and
Lenders (collectively, “Information Materials”) and will designate Information Materials (i) that are either available to the public
or not material with respect to the Credit Parties and their Subsidiaries or any of their respective securities for purposes of
United States federal and state securities laws, as “ Public Information” and (ii) that are not Public Information as “ Private
Information”.
(b) Additional Information. The Credit Parties shall provide such information regarding the operations, business affairs
and financial condition of the Credit Parties and their Subsidiaries as the Administrative Agent or any Lender may reasonably
request.
(c) Visits and Inspections. The Credit Parties shall permit representatives of the Administrative Agent or any Lender,
from time to time upon prior reasonable notice and at such times during normal business hours, to visit and inspect its properties
(including the Collateral); inspect, audit and make extracts from its books, records and files, including, but not limited to,
management letters prepared by independent accountants; and discuss with its principal officers, and its independent
accountants, its business, assets, liabilities, financial condition, results of operations and business prospects. Upon the occurrence
and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at any
time without advance notice.
(d) Conference Call. To the extent requested by the Administrative Agent, within thirty (30) days of the delivery of
any financial statements referred to in subsections 5.1(a), the management of the Company shall host a conference call for the
Lenders to discuss such financial statements. No fewer than three days prior to each conference call, the Company shall notify
the Lenders of the time and date of such conference call and shall provide each Lender with access instructions to the
conference call.
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