ACCORDANCE WITH
ALL APPLICABLE REQUIREMENTS OF LAW;
(VII)
IF THE CONSIDERATION TO BE PAID IN CONNECTION WITH THE ACC
ACQUISITION INCLUDES AN "EARN OUT," THE ACC ACQUISITION DOCUMENTS INCLUDE A
MAXIMUM DOLLAR AMOUNT THAT MAY BE PAYABLE PURSUANT TO THE "EARN OUT" PROVISIONS;
(VIII)
PARENT SHALL HAVE DELIVERED TO AGENT A PRO FORMA BALANCE SHEET AND
INCOME STATEMENTS OF BORROWERS (AFTER GIVING EFFECT TO THE PROPOSED ACC
ACQUISITION) AS OF THE THEN MOST RECENT FISCAL QUARTER ENDED FOR WHICH A
FINANCIAL STATEMENT HAS BEEN DELIVERED IN ACCORDANCE WITH SECTION 5.3, TOGETHER
WITH A CERTIFICATE OF PARENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
AGENT, DEMONSTRATING THAT UPON THE CONSUMMATION OF THE ACC ACQUISITION,
BORROWERS WILL BE IN COMPLIANCE WITH THE FINANCIAL COVENANTS CONTAINED IN
SECTION 6.16, SUCH EVIDENCE OF COMPLIANCE TO BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT;
(IX)
PARENT SHALL HAVE DELIVERED TO AGENT FINANCIAL STATEMENTS OF ACC,
(A) IN THE SAME FORM AND SUBSTANCE AS THOSE REQUIRED TO BE DELIVERED BY
BORROWERS UNDER SECTION 5.3, TO THE EXTENT SUCH ARE AVAILABLE, OR (B) IF
UNAVAILABLE, IN THE FORM RELIED UPON BY BORROWERS IN CONNECTION WITH THE
PROPOSED ACC ACQUISITION, IN EACH CASE FOR THE PREVIOUS THREE (3) FISCAL YEARS,
OR IF LESS THAN THREE (3) YEARS ARE EXISTING, FOR SUCH SHORTER PERIOD OF TIME AS
DOES EXIST;
(X)
AGENT SHALL HAVE RECEIVED LIEN SEARCHES OR OTHER EVIDENCE
REASONABLY SATISFACTORY TO AGENT THAT THE ASSETS OF ACC WHICH ARE BEING
PURCHASED BY BORROWERS IN CONNECTION WITH THE ACC ACQUISITION ARE (OR WILL BE AT
THE CLOSING OF THE PROPOSED ACC ACQUISITION) FREE AND CLEAR OF ALL LIENS, EXCEPT
PERMITTED LIENS;
(XI)
THE AGGREGATE CONSIDERATION TO BE PAID IN CONNECTION WITH THE
PROPOSED ACC ACQUISITION SHALL NOT EXCEED AN AMOUNT MUTUALLY AGREED UPON BY
BORROWERS AND THE LENDER GROUP, TAKING INTO CONSIDERATION THE TOTALITY OF ALL
INFORMATION RELATING TO ACC, WHICH AGREEMENT BY THE LENDER GROUP SHALL NOT BE
UNREASONABLY WITHHELD
(XII)
ACC AND CUSTOM COMPONENTS SHALL HAVE EXECUTED AND DELIVERED TO
AGENT A SUPPLEMENT TO THE SECURITY AGREEMENT IN THE FORM OF ANNEX 1 TO THE
SECURITY AGREEMENT;
(XIII)
EEC SHALL HAVE EXECUTED THE PLEDGED INTERESTS ADDENDUM IN THE
FORM ATTACHED AS EXHIBIT C TO THE SECURITY AGREEMENT; AND
(XIV)
AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS AND INSTRUMENTS AS
AGENT IN ITS REASONABLE DISCRETION MAY REQUIRE.
5.
NEW BORROWERS.
(A)
EFFECTIVE UPON THE OCCURRENCE OF THE FIRST AMENDMENT EFFECTIVE
DATE AND THE BORROWING OF THE TERM LOAN C, EACH OF ACC AND CUSTOM COMPONENTS, BY
THEIR SIGNATURE BELOW, (I) AGREES THAT IT BECOMES A "BORROWER" UNDER THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS WITH THE SAME FORCE AND EFFECT AS IF
ORIGINALLY NAMED THEREIN AS A "BORROWER"; (II) AGREES THAT IT IS BOUND BY ALL OF
THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
APPLICABLE TO IT AS A "BORROWER" THEREUNDER; (III) REPRESENTS AND WARRANTS THAT
THE REPRESENTATIONS AND WARRANTIES MADE BY IT AS A "BORROWER" THEREUNDER ARE
TRUE