and its consolidated Subsidiaries as at and for the periods ended on
the dates therein indicated.
(iii)
All such financial statements referred to in
subsection (i) and subsection (ii), above, as they relate to such Borrower,
including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by Deloitte & Touche LLP (or such other nationally
recognized firm of independent certified public accountants) or a Responsible
Officer, as the case may be, and as disclosed therein) and, in the case of
quarterly financial statements, subject to normal year end audit adjustments and
to the fact that such financial statements may be abbreviated and may omit
footnotes or contain incomplete footnotes).
(E)
EXCEPT AS DISCLOSED IN ANY DISCLOSURE DOCUMENT, SINCE DECEMBER 31, 2004,
THERE HAS BEEN NO DEVELOPMENT OR EVENT WHICH HAS HAD OR WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON SUCH BORROWER.
(F)
EXCEPT AS SET FORTH IN THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 5.1(D)(I) OR IN ANY DISCLOSURE DOCUMENT, NO LITIGATION, INVESTIGATION OR
PROCEEDING OF OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY IS PENDING OR,
TO THE KNOWLEDGE OF SUCH BORROWER OR ANY OF ITS CONSOLIDATED SUBSIDIARIES,
THREATENED BY OR AGAINST SUCH PERSONS OR AGAINST ANY OF ITS OR THEIR RESPECTIVE
PROPERTIES OR REVENUES WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON SUCH BORROWER.
(G)
EACH OF SUCH BORROWER AND ITS SUBSIDIARIES HAS FILED OR CAUSED TO BE FILED
ALL TAX RETURNS WHICH, TO THE KNOWLEDGE OF SUCH BORROWER, ARE REQUIRED TO BE
FILED AND HAS PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SAID RETURNS OR ON
ANY ASSESSMENTS MADE AGAINST IT OR ANY OF ITS PROPERTY AND ALL OTHER TAXES, FEES
OR OTHER CHARGES IMPOSED ON IT OR ANY OF ITS PROPERTY BY ANY GOVERNMENTAL
AUTHORITY (OTHER THAN ANY SUCH TAXES, FEES OR OTHER CHARGES (A) THE AMOUNT OR
VALIDITY OF WHICH ARE CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND WITH RESPECT TO WHICH RESERVES IN CONFORMITY WITH GAAP HAVE BEEN
PROVIDED ON THE BOOKS OF SUCH BORROWER OR ITS SUBSIDIARIES, AS THE CASE MAY BE,
OR (B) THE FAILURE TO PAY WHICH, WHEN AGGREGATED, WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON SUCH BORROWER).
(H)
NO PART OF THE PROCEEDS OF ANY ADVANCES WILL BE USED FOR "PURCHASING" OR
"CARRYING" ANY "MARGIN STOCK" WITHIN THE RESPECTIVE MEANINGS OF EACH OF THE
QUOTED TERMS UNDER REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT OR FOR ANY PURPOSE WHICH
VIOLATES THE PROVISIONS OF SUCH REGULATIONS OF SUCH BOARD OF GOVERNORS.
(I)
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR THAT, WHEN
TAKEN TOGETHER WITH ALL OTHER SUCH ERISA EVENTS FOR WHICH LIABILITY IS
REASONABLY EXPECTED TO OCCUR, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
EXCEPT TO THE EXTENT