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 ordinary course year-end adjustments, such as for the sake of example only, changes in the fair market value of warrants.  Lender therefore understands and agrees that such financial statements are therefore considered to be in draft form and subject to adjustment.  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.