TO WHICH SUCH ENTITY OR ANY OF ITS MATERIAL SUBSIDIARIES
IS A PARTY OR IS SUBJECT, OR BY WHICH IT, OR ITS PROPERTY, IS BOUND, OR CONFLICT
WITH OR CONSTITUTE A DEFAULT THEREUNDER, OR RESULT IN THE CREATION OR IMPOSITION
OF ANY LIEN IN, OF OR ON THE PROPERTY OF SUCH ENTITY OR A MATERIAL SUBSIDIARY
PURSUANT TO THE TERMS OF ANY SUCH INDENTURE, INSTRUMENT OR AGREEMENT.
NO ORDER,
CONSENT, APPROVAL, LICENSE, AUTHORIZATION, OR VALIDATION OF, OR FILING,
RECORDING OR REGISTRATION WITH, OR EXEMPTION BY, ANY GOVERNMENTAL OR PUBLIC BODY
OR AUTHORITY, OR ANY SUBDIVISION THEREOF, IS REQUIRED TO AUTHORIZE, OR IS
REQUIRED 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, 2003 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, 2003, THERE HAS BEEN NO CHANGE IN THE BUSINESS, PROPERTY,
PROSPECTS, CONDITION (FINANCIAL OR OTHERWISE) 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.
47
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