THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY (INCLUDING, WITHOUT LIMITATION, THIS GUARANTY).
ALL LOAN DOCUMENTS TO
WHICH GUARANTOR IS A PARTY (INCLUDING, WITHOUT LIMITATION, THIS GUARANTY) HAVE
BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED ON BEHALF OF GUARANTOR.
GUARANTOR
POSSESSES ALL MATERIAL RIGHTS, LICENSES, PERMITS, CONSENTS AND AUTHORIZATIONS,
GOVERNMENTAL OR OTHERWISE, NECESSARY TO ENTITLE IT TO TRANSACT THE BUSINESSES IN
WHICH IT IS NOW ENGAGED AND TO EXECUTE, DELIVER, PERFORM, AND COMPLY WITH THIS
GUARANTY, AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
3.5.
LEGALITY.
TO GUARANTOR'S KNOWLEDGE, THE EXECUTION, DELIVERY AND
PERFORMANCE BY GUARANTOR OF THIS GUARANTY AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT AND WILL NOT CONTRAVENE OR CONFLICT
WITH ANY LAW, STATUTE OR REGULATION WHATSOEVER TO WHICH GUARANTOR IS SUBJECT OR
CONSTITUTE A DEFAULT (OR AN EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH
WOULD CONSTITUTE A DEFAULT) UNDER, OR RESULT IN THE BREACH OF, ANY INDENTURE,
THE MORTGAGE, CHARGE, LIEN, OR ANY CONTRACT, AGREEMENT OR OTHER INSTRUMENT TO
WHICH GUARANTOR IS A PARTY.
THIS GUARANTY IS GUARANTOR'S LEGAL AND BINDING
OBLIGATION AND IS ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS LIMITED BY
BANKRUPTCY, INSOLVENCY OR OTHER LAWS OF GENERAL APPLICATION RELATING TO THE
ENFORCEMENT OF CREDITORS' RIGHTS.
3.6.
Litigation.
There is no action, suit, proceeding or investigation pending or, to Guarantor's
knowledge, threatened against Guarantor in any court or by or before any other
Governmental
7
Authority, or labor controversy affecting Guarantor or any of Guarantor's
properties, businesses, assets or revenues, which would reasonably be expected
to materially and adversely affect the performance of Guarantor's obligations
and duties under this Guaranty or impair Guarantor's ability to fully fulfill
and perform Guarantor's obligations under this Guaranty and the other Loan
Documents to which Guarantor is a party.
3.7.
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 GAAP
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, 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 PROVISION FOR THE PAYMENT OF ALL FEDERAL,
STATE AND