AS APPLICABLE, AND EACH STATE WITH RESPECT TO
WHICH THE FAILURE TO BE IN GOOD STANDING WILL HAVE OR IS REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT WITH RESPECT TO SUCH PERSON;
(T)
FROM A RESPONSIBLE OFFICER OF EACH OF THE
TRANSACTION PARTIES, A CLOSING CERTIFICATE DATED AS OF THE CLOSING DATE;
(U)
CONFIRMATION FROM THE ADMINISTRATIVE AGENT
THAT ALL FEES REQUIRED TO BE PAID BY THE BORROWER ON OR BEFORE THE CLOSING DATE
(INCLUDING PURSUANT TO THE FEE LETTER) HAVE BEEN, OR WILL UPON THE FUNDING OF
THE LOAN BE, PAID IN FULL;
(V)
EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT THAT ALL REASONABLE COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT AND THE
LENDERS, INCLUDING, WITHOUT LIMITATION, FEES OF OUTSIDE COUNSEL AND FEES OF
THIRD PARTY CONSULTANTS AND APPRAISERS, REQUIRED TO BE PAID BY THE BORROWER ON
OR PRIOR TO THE CLOSING DATE HAVE BEEN, OR WILL UPON THE FUNDING OF THE LOAN BE,
PAID IN FULL;
(2)
EACH OF THE REQUIREMENTS SET FORTH ON
SCHEDULE 5.1(2) ATTACHED HERETO SHALL HAVE BEEN MET TO THE SATISFACTION OF THE
ADMINISTRATIVE AGENT AND THE LENDERS.
(3)
ALL REPRESENTATIONS AND WARRANTIES OF THE
TRANSACTION PARTIES SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS SHALL BE
ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AS IF MADE ON AND AS OF THE
CLOSING DATE (UNLESS ANY SUCH REPRESENTATION AND WARRANTY SPEAKS AS OF A
PARTICULAR DATE, IN WHICH CASE IT SHALL BE ACCURATE AND COMPLETE IN ALL MATERIAL
RESPECTS AS OF SUCH DATE).
(4)
THERE SHALL NOT HAVE OCCURRED AND BE
CONTINUING AS OF THE CLOSING DATE ANY EVENT OF DEFAULT OR POTENTIAL DEFAULT.
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(5)
ALL ACTS AND CONDITIONS (INCLUDING, WITHOUT
LIMITATION, THE OBTAINING OF ANY THIRD PARTY CONSENTS AND NECESSARY REGULATORY
APPROVALS AND THE MAKING OF ANY REQUIRED FILINGS, RECORDINGS OR REGISTRATIONS)
REQUIRED TO BE DONE AND PERFORMED AND TO HAVE HAPPENED PRECEDENT TO THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS BY EACH OF THE
TRANSACTION PARTIES SHALL HAVE BEEN DONE AND PERFORMED.
(6)
ALL DOCUMENTATION, INCLUDING, WITHOUT
LIMITATION, DOCUMENTATION FOR CORPORATE AND LEGAL PROCEEDINGS IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS SHALL BE SATISFACTORY IN
FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT, THE LENDERS AND THEIR COUNSEL.
5.2
Outside Closing Date.
If all conditions
precedent set forth in Section 5.1 above shall not have been met to the
satisfaction of the Administrative Agent and the Lenders on or before
October 30, 2004, then the agreement of the Lenders to fund their respective
Percentage Shares of the Loan shall terminate and this Agreement shall
automatically be deemed of no further force or effect (except to the extent
terms and provisions of this Agreement specifically provide that they shall
survive termination hereof).
ARTICLE VI.
REPRESENTATIONS AND WARRANTIES
As an inducement to the Administrative Agent and each Lender to enter into this
Agreement and for the Lenders to advance their respective Percentage Shares of
the Loan, each of the Borrower Parties, collectively and severally, represent
and warrant,