IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT,
(C)
WITHIN 35 DAYS OF THE CLOSING DATE, DELIVER TO AGENT CERTIFIED COPIES OF
THE POLICIES OF INSURANCE, TOGETHER WITH THE ENDORSEMENTS THERETO, AS ARE
REQUIRED BY SECTION 6.8, THE FORM AND SUBSTANCE OF WHICH SHALL BE SATISFACTORY
TO AGENT AND ITS COUNSEL;
(D)
WITHIN 35 DAYS OF THE CLOSING DATE, DELIVER TO AGENT A SET OF PROJECTIONS
OF BORROWER FOR THE 3 YEAR PERIOD FOLLOWING THE CLOSING DATE (ON A YEAR BY YEAR
BASIS, AND FOR THE 1 YEAR PERIOD FOLLOWING THE CLOSING DATE, ON A QUARTER BY
QUARTER BASIS), IN FORM AND SUBSTANCE (INCLUDING AS TO SCOPE AND UNDERLYING
ASSUMPTIONS) SATISFACTORY TO AGENT;
(E)
FOR THE PERIOD OF 30 DAYS AFTER THE CLOSING DATE, BORROWER SHALL USE ITS
REASONABLE COMMERCIAL EFFORTS TO OBTAIN COLLATERAL ACCESS AGREEMENTS WITH
RESPECT TO THE FOLLOWING LOCATIONS: SANTA ANA, CALIFORNIA, LOS ANGELES,
CALIFORNIA, AND ANN ARBOR, MICHIGAN;
(F)
WITHIN 30 DAYS OF THE RECEIPT BY BORROWER OF A WRITTEN REQUEST BY AGENT,
BORROWER SHALL RETAIN A FINANCIAL CONSULTANT WHO IS ACCEPTABLE TO AGENT, WHICH
FINANCIAL CONSULTANT SHALL PERFORM SUCH SERVICES AS AGENT SHALL REQUIRE IN ITS
DISCRETION, AND
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(G)
ON OR BEFORE DECEMBER 31, 2003, DELIVER TO AGENT WITH RESPECT TO THE CFC'S
THAT ARE DIRECT SUBSIDIARIES OF BORROWER OR A GUARANTOR EITHER (A) EVIDENCE THAT
THE SUBSIDIARY HAS BEEN DISSOLVED AND ITS ASSETS TRANSFERRED IN A PERMITTED
RESTRUCTURING TRANSACTION, (B) THE ORIGINAL CERTIFICATES REPRESENTING THE SHARES
OF STOCK OF SUCH CFC THAT ARE HYPOTHECATED PURSUANT TO THE BORROWER STOCK PLEDGE
AGREEMENT OR THE GUARANTOR STOCK PLEDGE AGREEMENT (WITH STOCK POWERS WITH
RESPECT THERETO ENDORSED IN BLANK), OR (C) EVIDENCE THAT THE JURISDICTION OF
ORGANIZATION OF THE CFC DOES NOT PROVIDE FOR THE ISSUANCE OF CERTIFICATED
SECURITIES,
(H)
WITHIN 5 BUSINESS DAYS OF THE CLOSING DATE, AGENT SHALL HAVE RECEIVED A
COPY OF THE WRITTEN AGREEMENT BETWEEN BORROWER AND KIRKLAND & ELLIS REGARDING
THE PAYMENT TERMS WITH RESPECT TO BORROWER'S INDEBTEDNESS TO KIRKLAND & ELLIS,
WHICH AGREEMENT SHALL PROVIDE (AMONG OTHER THINGS) THAT SUCH INDEBTEDNESS SHALL
BE PAYABLE IN BIWEEKLY INSTALLMENTS OF NOT MORE THAN $125,000, AND WHICH SHALL
OTHERWISE BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT,
(I)
WITHIN 10 DAYS OF THE CLOSING DATE, AGENT SHALL HAVE RECEIVED SEARCHES
REFLECTING THE FILING OF ALL FINANCING STATEMENTS FILED BY AGENT ON OR BEFORE
THE CLOSING DATE, THE RESULTS OF WHICH SHALL BE SATISFACTORY TO AGENT, AND
(J)
WITHIN 10 DAYS OF THE CLOSING DATE, AGENT SHALL HAVE RECEIVED A DULY
EXECUTED CONTROL AGREEMENT RELATIVE TO BORROWER'S SECURITIES ACCOUNT MAINTAINED
WITH SSB, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT.
3.3 Conditions Precedent to all Extensions of Credit.
The obligation of the
Lender Group (or any member thereof) to make any Advances hereunder at any time
(or to extend any other credit hereunder) shall be subject to the following
conditions precedent:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL