IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE OF, OR THE
LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF, ANY OF THE LOAN
DOCUMENTS.
6.4.
FINANCIAL STATEMENTS; MATERIAL ADVERSE CHANGE.
THE SEPTEMBER 30, 2005 CONSOLIDATED FINANCIAL STATEMENTS OF THE GENERAL PARTNER,
THE BORROWER AND THEIR SUBSIDIARIES HERETOFORE DELIVERED TO THE LENDERS WERE
PREPARED IN ACCORDANCE WITH GAAP IN EFFECT ON THE DATE SUCH STATEMENTS WERE
PREPARED AND FAIRLY PRESENT THE CONSOLIDATED FINANCIAL CONDITION AND OPERATIONS
OF THE GENERAL PARTNER, THE BORROWER AND THEIR SUBSIDIARIES AT SUCH DATE AND THE
CONSOLIDATED RESULTS OF THEIR OPERATIONS FOR THE PERIOD THEN ENDED. SINCE
SEPTEMBER 30, 2005, THERE HAS BEEN NO CHANGE IN THE BUSINESS, PROPERTY,
PROSPECTS, CONDITION (FINANCIAL OR OTHERWISE)
30
OR RESULTS OF OPERATIONS OF THE GENERAL PARTNER, THE BORROWER AND THEIR
SUBSIDIARIES WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
6.5.
TAXES. IT AND ITS SUBSIDIARIES HAVE FILED ALL
UNITED STATES FEDERAL TAX RETURNS AND ALL OTHER TAX RETURNS WHICH ARE REQUIRED
TO BE FILED AND HAVE PAID ALL TAXES DUE PURSUANT TO SAID RETURNS OR PURSUANT TO
ANY ASSESSMENT RECEIVED BY, RESPECTIVELY, THE GENERAL PARTNER OR THE BORROWER OR
ANY OF ITS SUBSIDIARIES EXCEPT SUCH TAXES, IF ANY, AS ARE BEING CONTESTED IN
GOOD FAITH AND AS TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED. NO TAX LIENS
HAVE BEEN FILED AND NO CLAIMS ARE BEING ASSERTED WITH RESPECT TO ANY SUCH TAXES.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS OF THE GENERAL PARTNER, THE
BORROWER AND ITS SUBSIDIARIES IN RESPECT OF ANY TAXES OR OTHER GOVERNMENTAL
CHARGES ARE ADEQUATE.
6.6.
LITIGATION AND GUARANTEE OBLIGATIONS. THERE IS
NO LITIGATION, ARBITRATION, GOVERNMENTAL INVESTIGATION, PROCEEDING OR INQUIRY
PENDING OR, TO THE KNOWLEDGE OF ANY OF ITS OFFICERS, THREATENED AGAINST OR
AFFECTING THE GENERAL PARTNER, THE BORROWER OR ANY OF THEIR SUBSIDIARIES WHICH
COULD HAVE A MATERIAL ADVERSE EFFECT. IT HAS NO MATERIAL CONTINGENT OBLIGATIONS
NOT PROVIDED FOR OR DISCLOSED IN THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 7.1.
6.7.
SUBSIDIARIES. SCHEDULE 1 HERETO CONTAINS AN
ACCURATE LIST OF ALL OF THE PRESENTLY EXISTING SUBSIDIARIES OF SUCH ENTITY,
SETTING FORTH THEIR RESPECTIVE JURISDICTIONS OF INCORPORATION AND THE PERCENTAGE
OF THEIR RESPECTIVE CAPITAL STOCK OWNED BY IT OR ITS SUBSIDIARIES. ALL OF THE
ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF SUCH SUBSIDIARIES HAVE BEEN
DULY AUTHORIZED AND ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE.
6.8.
ERISA. THE UNFUNDED LIABILITIES OF ALL SINGLE
EMPLOYER PLANS DO NOT IN THE AGGREGATE EXCEED $1,000,000. NEITHER IT NOR ANY
OTHER MEMBER OF THE CONTROLLED GROUP HAS INCURRED, OR IS REASONABLY EXPECTED TO
INCUR, ANY WITHDRAWAL LIABILITY TO MULTIEMPLOYER PLANS IN EXCESS OF $250,000 IN
THE AGGREGATE. EACH PLAN COMPLIES IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
REQUIREMENTS OF LAW AND REGULATIONS, NO REPORTABLE EVENT HAS OCCURRED WITH
RESPECT TO ANY PLAN, NEITHER IT NOR ANY OTHER MEMBERS OF THE CONTROLLED GROUP
HAS WITHDRAWN FROM ANY PLAN OR INITIATED STEPS TO DO SO, AND NO STEPS HAVE BEEN
TAKEN TO REORGANIZE OR TERMINATE ANY PLAN.
6.9.
ACCURACY OF INFORMATION.