All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries as of the dates and for the periods presented.  Lender understands that interim financial statements may not be audited and may be subject to normal year-end adjustments and the absence of footnotes; provided, however, that such adjustments shall not be material and in the case of revenues and cash balances such adjustments shall not be in excess of de minimis amounts.  There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent financial statements submitted to any Lender.