Conditions to the Offer
Notwithstanding any 
other term of the Offer or this Agreement to the contrary, Merger Sub 
will not be required to accept for payment or,
subject to any applicable 
rules and regulations of the SEC, including Rule 
14e-l(c)
 under the Exchange Act (relating to Merger Sub’s
obligation to pay for 
or return tendered Shares promptly after the termination or withdrawal 
of the Offer), to pay for any Shares tendered
pursuant to the Offer, and 
may delay the acceptance for payment of or, subject to any applicable rules and regulations of the 
SEC, the
payment for, any tendered Shares, and (subject to the 
provisions of this Agreement) may terminate the Offer and not accept for 
payment any
tendered Shares, at any scheduled Expiration Date (as it may have been extended pursuant to 
Section 2.1 of this Agreement) if (i) the
condition in clause (a) below 
has not been satisfied by one minute after 11:59 p.m., Eastern time, on 
the then scheduled applicable Expiration
Date (the “
Expiration Time
”) or 
(ii) any of the additional conditions set forth below are not satisfied 
or waived in writing by Parent at the
Expiration Time:
<omitted>
(d) 
Representations and Warranties.
Each of the representations and warranties set forth in:
<omitted>
(ii) Sections 5.2(a), 5.2(b) and 5.2(h) (Capital Structure) shall be true and correct as of the Capitalization Date, except for inaccuracies that are de minimis in the aggregate; (iii) Section 5.7 (Disclosure Controls and Procedures and Internal Control Over Financial Reporting) and Section 5.8 (Financial Statements; No Undisclosed Liabilities; Off-Balance Sheet   Annex I-1


Arrangements) shall be true and correct in all respects as of the consummation of the Offer as though made as of the consummation of the Offer (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct in all respects as of such particular date or period of time), except, in the case of this clause (iii) for any failure of any such representations and warranties to be so true and correct that would not, individually or in the aggregate, result in or reasonably be expected to result in a material adverse effect on the Company (without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein) and (iv) this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii) of this clause (d) of Annex I), without giving effect to any “materiality” or “Material Adverse Effect” qualifiers or qualifiers of similar import set forth therein, shall be true and correct as of the consummation of the Offer as though made as of the consummation of the Offer (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be so true and correct as of such particular date or period of time), except, in the case of this clause (iv), for any failure of any such representations and warranties to be so true and correct that would not, individually or in the aggregate, result in or reasonably be expected to result in a Material Adverse Effect. (Pages 106-107)

Question: Compliance with Target Covenant Closing Condition-Answer
Subquestion: <NONE>
Answer: Each Covenant