WHATSOEVER) OF THE BORROWER OR ANY SUBSIDIARY AS OF THE DATE OF
SUCH BALANCE SHEET THAT ARE NOT REFLECTED THEREIN OR IN THE NOTES THERETO.
(II)
EXCEPT AS PROVIDED IN SCHEDULE 5.01(G)(II), THERE HAS BEEN NO
CHANGE IN THE BUSINESS, PROPERTY, CONDITION (FINANCIAL OR OTHERWISE) OR
OPERATIONS OF THE BORROWER AND THE SUBSIDIARIES SINCE THE DATE OF THE BALANCE
SHEET DATED DECEMBER 31, 2004 PROVIDED IN SCHEDULE 5.01(G)(I) THAT, TAKEN AS A
WHOLE, HAS OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(H)
TAXES.
THE BORROWER AND THE SUBSIDIARIES HAVE FILED ALL UNITED
STATES FEDERAL TAX RETURNS, AND ALL OTHER TAX RETURNS, REQUIRED TO BE FILED AND
HAVE PAID ALL TAXES DUE PURSUANT TO SUCH RETURNS OR PURSUANT TO ANY ASSESSMENT
RECEIVED BY THE BORROWER OR ANY SUBSIDIARY, EXCEPT SUCH TAXES, IF ANY, AS ARE
BEING CONTESTED IN GOOD FAITH AND FOR WHICH ADEQUATE RESERVES HAVE BEEN
PROVIDED.
NO NOTICES OF TAX LIENS HAVE BEEN FILED AND NO CLAIMS ARE BEING
ASSERTED CONCERNING ANY SUCH TAXES, WHICH LIENS OR CLAIMS COULD REASONABLY BE
EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF THE BORROWER AND ITS
SUBSIDIARIES FOR ANY TAXES OR OTHER GOVERNMENTAL CHARGES ARE ADEQUATE.
(I)
MARGIN REGULATIONS; MARGIN STOCK.
NEITHER THE BORROWER NOR ANY
SUBSIDIARY IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS PRIMARY ACTIVITIES, IN THE
BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN
STOCK.
THE BORROWER WILL NOT USE THE PROCEEDS OF ANY LOAN IN A MANNER THAT
VIOLATES ANY PROVISION OF THE MARGIN REGULATIONS.
(J)
COMPLIANCE WITH ERISA.
TO THE BORROWER'S KNOWLEDGE, NO MEMBER OF
THE ERISA GROUP HAS (I) AN ACCUMULATED FUNDING DEFICIENCY UNDER SECTION 412 OF
THE CODE IN RESPECT OF ANY PENSION PLAN, WHETHER OR NOT WAIVED, (II) FAILED TO
MAKE ANY CONTRIBUTION OR PAYMENT TO ANY PENSION PLAN, OR MADE ANY AMENDMENT TO
ANY PENSION PLAN, WHICH HAS RESULTED OR COULD RESULT IN THE IMPOSITION OF A LIEN
OR THE POSTING OF A BOND OR OTHER SECURITY UNDER SECTION 302(F) OF ERISA OR
SECTION 401(A)(29) OF THE CODE, (III) INCURRED ANY LIABILITY UNDER TITLE IV OF
ERISA OTHER THAN A LIABILITY TO THE PBGC FOR PREMIUMS UNDER SECTION 4007 OF
ERISA, ALL OF WHICH HAVE BEEN PAID OR (IV) ENGAGED IN A TRANSACTION WHICH HAS
RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN SUCH MEMBER BEING SUBJECT
TO A MATERIAL TAX OR PENALTY IMPOSED BY SECTION 4975 OF THE CODE OR SECTION
502.
NEITHER THE BORROWER NOR ANY OTHER MEMBER OF THE ERISA GROUP HAS BEEN
OBLIGATED TO CONTRIBUTE TO A MULTIEMPLOYER PLAN OR HAS MAINTAINED A PENSION PLAN
WITHIN THE PAST 5 YEARS.
(K)
NOT AN INVESTMENT COMPANY.
NEITHER THE BORROWER NOR ANY
SUBSIDIARY IS AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940
(L)
PROPERTIES.
THE BORROWER AND THE SUBSIDIARIES EACH HAS GOOD AND
MARKETABLE TITLE TO,