AGREEMENT OR INSTRUMENT, EXCEPT LIENS IN FAVOR OF BANK.
8.3
ENFORCEABILITY.
THE LOAN DOCUMENTS HAVE BEEN DULY EXECUTED BY
GUARANTOR AND DELIVERED TO BANK AND CONSTITUTE LEGAL, VALID AND BINDING
OBLIGATIONS OF GUARANTOR, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS OR EQUITABLE PRINCIPLES AFFECTING CREDITORS' RIGHTS
GENERALLY.
8.4
NO DEFAULT UNDER OTHER OBLIGATIONS, ORDERS OR GOVERNMENTAL
REGULATIONS.
GUARANTOR IS NOT IN VIOLATION OF ITS CERTIFICATE OR ARTICLES OF
INCORPORATION OR IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY OF ITS
OBLIGATIONS, COVENANTS OR CONDITIONS CONTAINED IN ANY INDENTURE OR OTHER
AGREEMENT CREATING, EVIDENCING OR SECURING ANY INDEBTEDNESS OR OBLIGATION OR
PURSUANT TO WHICH ANY SUCH INDEBTEDNESS OR OBLIGATIONS ARE ISSUED AND GUARANTOR
IS NOT IN VIOLATION OF OR IN DEFAULT UNDER ANY OTHER AGREEMENT OR INSTRUMENT OR
ANY JUDGMENT, DECREE, ORDER, STATUTE, RULE OR GOVERNMENTAL REGULATION,
APPLICABLE TO IT OR BY WHICH ITS PROPERTIES MAY BE BOUND OR AFFECTED.
5
8.5
GOVERNMENTAL CONSENTS.
NO CONSENT, APPROVAL OR AUTHORIZATION OF
OR DESIGNATION, DECLARATION OR FILING WITH ANY GOVERNMENTAL AUTHORITY ON THE
PART OF GUARANTOR IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY OR
PERFORMANCE BY GUARANTOR OF THE LOAN DOCUMENTS OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY.
8.6
REVIEW OF LOAN DOCUMENTS.
GUARANTOR'S AUTHORIZED OFFICERS HAVE
EITHER EXAMINED THE LOAN DOCUMENTS OR HAVE HAD AN OPPORTUNITY TO EXAMINE THE
LOAN DOCUMENTS AND GUARANTOR HAS WAIVED THE RIGHT TO EXAMINE THEM.
8.7
BENEFIT.
GUARANTOR HAS A DIRECT FINANCIAL INTEREST IN BORROWER
AND WILL BENEFIT DIRECTLY AND INDIRECTLY FROM THE EXECUTION OF THE LOAN
DOCUMENTS.
8.8
INDEPENDENT REVIEW.
GUARANTOR HAS EXECUTED THIS SURETY AGREEMENT
AFTER CONDUCTING ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF THE FINANCIAL
CONDITION AND OPERATIONS OF BORROWER, AND GUARANTOR HAS NOT RELIED UPON ANY
REPRESENTATION, STATEMENT OR INFORMATION OF OR FROM BANK IN CONNECTION WITH THE
SAME.
8.9
JUDGMENTS.
THERE ARE NO JUDGMENTS OUTSTANDING OR ACTIONS, SUITS
OR PROCEEDINGS PENDING OR, TO THE BEST OF GUARANTOR'S KNOWLEDGE, THREATENED
AGAINST OR AFFECTING GUARANTOR, AT LAW OR IN EQUITY OR BEFORE OR BY ANY FEDERAL,
STATE, MUNICIPAL OR OTHER GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU,
AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN.
8.10
TAXES.
GUARANTOR HAS FILED ALL TAX RETURNS WHICH IT IS REQUIRED TO
FILE AND HAS PAID, OR MADE PROVISION FOR THE PAYMENT OF, ALL TAXES WHICH HAVE OR
MAY HAVE BECOME DUE PURSUANT TO SUCH RETURNS OR PURSUANT TO ANY ASSESSMENT
RECEIVED BY THEM.
SUCH TAX RETURNS ARE COMPLETE AND ACCURATE IN ALL RESPECTS.
8.11 COMPLIANCE.
GUARANTOR IS CURRENTLY IN COMPLIANCE WITH ALL OF THE TERMS AND
CONDITIONS OF THE LOAN DOCUMENTS.
8.12
ACCURACY OF LOAN DOCUMENTS.
NO REPRESENTATION OR WARRANTY BY
GUARANTOR CONTAINED HEREIN OR IN ANY CERTIFICATE OR OTHER DOCUMENT FURNISHED BY
GUARANTOR PURSUANT HERETO OR IN CONNECTION HEREWITH FAILS TO CONTAIN ANY
STATEMENT OF MATERIAL FACT NECESSARY TO MAKE SUCH REPRESENTATION OR WARRANTY NOT
MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT WAS MADE.
THERE IS NO
FACT WHICH GUARANTOR