FINANCIAL AND OTHER INFORMATION.
TO GUARANTOR'S KNOWLEDGE, ALL FINANCIAL DATA AND OTHER FINANCIAL INFORMATION
THAT HAS BEEN DELIVERED TO LENDER WITH RESPECT TO THE GUARANTOR (I) ARE TRUE,
COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS, (II) ACCURATELY REPRESENT THE
FINANCIAL CONDITION OF THE GUARANTOR AS OF THE DATE OF SUCH REPORTS, AND
(III) TO THE EXTENT PREPARED OR AUDITED BY AN INDEPENDENT CERTIFIED PUBLIC
ACCOUNTING FIRM, HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES THROUGHOUT THE PERIODS COVERED, EXCEPT AS DISCLOSED
THEREIN.
TO GUARANTOR'S KNOWLEDGE, GUARANTOR DOES NOT HAVE ANY MATERIAL
CONTINGENT LIABILITIES, LIABILITIES FOR TAXES, UNUSUAL FORWARD OR LONG-TERM
COMMITMENTS OR UNREALIZED OR ANTICIPATED LOSSES FROM ANY UNFAVORABLE COMMITMENTS
THAT ARE KNOWN TO GUARANTOR AND REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT ON GUARANTOR'S ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER, EXCEPT AS
REFERRED TO OR REFLECTED IN SAID FINANCIAL STATEMENTS.
SINCE THE DATE OF SUCH
FINANCIAL STATEMENTS, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL
CONDITION, OPERATION OR BUSINESS OF GUARANTOR FROM THAT SET FORTH IN SAID
FINANCIAL STATEMENTS.
3.8.
TAX FILINGS.
GUARANTOR HAS FILED (OR HAS OBTAINED EFFECTIVE
EXTENSIONS FOR FILING) ALL FEDERAL, STATE AND LOCAL TAX RETURNS REQUIRED TO BE
FILED AND HAS PAID OR MADE ADEQUATE
7
PROVISION FOR THE PAYMENT OF ALL FEDERAL, STATE AND LOCAL TAXES, CHARGES AND
ASSESSMENTS PAYABLE BY GUARANTOR.
GUARANTOR BELIEVES ITS TAX RETURNS PROPERLY
REFLECT GUARANTOR'S INCOME AND TAXES FOR THE PERIODS COVERED THEREBY, SUBJECT
ONLY TO REASONABLE ADJUSTMENTS REQUIRED BY THE INTERNAL REVENUE SERVICE OR OTHER
APPLICABLE TAX AUTHORITY UPON AUDIT.
3.9.
OFFSET. THE LOAN DOCUMENTS ARE NOT SUBJECT TO ANY RIGHT OF
RESCISSION, SET-OFF, COUNTERCLAIM OR DEFENSE BY GUARANTOR, INCLUDING THE DEFENSE
OF USURY, NOR WOULD THE OPERATION OF ANY OF THE TERMS OF THE LOAN DOCUMENTS, OR
THE EXERCISE OF ANY RIGHT THEREUNDER, RENDER THE LOAN DOCUMENTS UNENFORCEABLE
(SUBJECT TO PRINCIPLES OF EQUITY AND BANKRUPTCY, INSOLVENCY AND OTHER LAWS
GENERALLY AFFECTING CREDITORS' RIGHTS AND THE ENFORCEMENT OF DEBTORS'
OBLIGATIONS), AND GUARANTOR HAS NOT ASSERTED ANY RIGHT OF RESCISSION, SET-OFF,
COUNTERCLAIM OR DEFENSE WITH RESPECT THERETO.
3.10.
EMBARGOED PERSON.
AT ALL TIMES THROUGHOUT THE TERM OF THE LOAN,
INCLUDING AFTER GIVING EFFECT TO ANY TRANSFER PERMITTED PURSUANT TO THE LOAN
DOCUMENTS, (A) NONE OF THE FUNDS OR OTHER ASSETS OF GUARANTOR CONSTITUTE
PROPERTY OF, OR ARE BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, BY ANY PERSON,
ENTITY OR GOVERNMENT SUBJECT TO TRADE RESTRICTIONS UNDER U.S. LAW, INCLUDING,
BUT NOT LIMITED TO, THE INTERNATIONAL EMERGENCY ECONOMIC POWERS ACT, 50 U.S.C.
§§ 1701 ET SEQ., THE TRADING WITH THE ENEMY ACT, 50 U.S.C. APP. 1 ET SEQ., AND
ANY EXECUTIVE ORDERS OR REGULATIONS PROMULGATED THEREUNDER WITH THE RESULT THAT
THE INVESTMENT IN GUARANTOR (WHETHER DIRECTLY OR INDIRECTLY), IS PROHIBITED BY
LAW OR THE LOAN MADE BY LENDER IS IN VIOLATION OF LAW ("EMBARGOED PERSON");
(B) GUARANTOR IS NOT AN EMBARGOED PERSON; AND (C) NONE OF THE FUNDS OF GUARANTOR
HAVE BEEN DERIVED FROM ANY UNLAWFUL ACTIVITY WITH THE RESULT THAT THE LOAN IS IN
VIOLATION OF