FairPoint Communications 2004 Annual Report Download - page 249

to be incurred in connection therewith) as at the date thereof. Nothing has occurred since December 31, 2003 that has had, or is reasonably likely to have, a
Material Adverse Effect.
(c) Except as reflected in the financial statements described in Section 5.10(b) or in the footnotes thereto, there are as of the Initial
Borrowing Date no liabilities or obligations with respect to the Borrower or any of its Subsidiaries of a nature (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in aggregate, are reasonably likely to be material to the Borrower and its Subsidiaries taken as
a whole, except as incurred in the ordinary course of business consistent with past practices.
(d) On and as of the Initial Borrowing Date, the Projections have been prepared on a basis consistent with the financial statements
referred to in Section 5.10(b) for the fiscal year of the Borrower ended December 31, 2003, and are based on good faith estimates and assumptions made by the
management of the Borrower. On the Initial Borrowing Date, such management believed that the Projections were reasonable and attainable (it being recognized
by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such
projections may differ from the projected results).
5.11 Security Interests. At any time on or after the Initial Borrowing Date, the Pledge Agreement creates, as security for the obligations
purported to be secured thereby, a valid and enforceable Lien on all of the Collateral subject thereto at such time, superior to and prior to the rights of all third
Persons and subject to no other Liens (except for Liens permitted under Section 7.03(a)), in favor of the Collateral Agent for the benefit of the Secured
Creditors, which Lien has been perfected under applicable law. No filings or recordings are required in order to perfect the Lien on the Collateral created under
the Pledge Agreement, except for filings or recordings required in connection with the Pledge Agreement which shall have been made on or prior to the Initial
Borrowing Date or as otherwise required in accordance with the terms of the Pledge Agreement.
5.12 Compliance With Statutes. Each of the Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership
of its property, except such non-compliance as has not had, and is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
5.13 Tax Returns and Payments. Each of the Borrower and its Subsidiaries has filed all U.S. federal income tax returns and all other
material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it which have become due,
except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries if and
to the extent required by GAAP. Each of the Borrower and its Subsidiaries has at all times paid, or has provided adequate reserves (in the good faith judgment
of the management of the Borrower) for the payment of, all U.S. federal, state and foreign income taxes applicable for all prior fiscal years which are still open
for audit and for the current fiscal year to date. There is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of the
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