DURING THE TERM HEREOF SHALL HAVE CAPITAL SUFFICIENT TO
CARRY ON ITS BUSINESS AND PERSONAL AFFAIRS AND ANY SUCH AFFAIRS IN WHICH IT IS
ABOUT TO ENGAGE.
(F)
PROCEEDING.
THERE IS NO CONDITION, EVENT
OR CIRCUMSTANCE EXISTING, OR ANY LITIGATION, ARBITRATION, GOVERNMENTAL OR
ADMINISTRATIVE PROCEEDINGS, ACTIONS, EXAMINATIONS, CLAIMS OR DEMANDS PENDING
NOR, TO GUARANTOR'S KNOWLEDGE, THREATENED AFFECTING GUARANTOR WHICH ARE LIKELY
TO RESULT IN A MATERIAL ADVERSE EFFECT, AND GUARANTOR KNOWS OF NO BASIS
THEREFOR.
(G)
TAX RETURNS.
(I)
ALL TAX AND INFORMATIONAL RETURNS
REQUIRED TO BE FILED BY OR ON BEHALF OF GUARANTOR HAVE BEEN PROPERLY PREPARED,
EXECUTED AND FILED.
ALL TAXES, ASSESSMENTS, FEES AND OTHER CHARGES UPON
GUARANTOR, OR UPON ANY OF ITS PROPERTIES OR INCOMES, WHICH ARE DUE AND PAYABLE
HAVE BEEN PAID OTHER THAN THOSE NOT YET DELINQUENT AND PAYABLE WITHOUT PREMIUM
OR PENALTY, AND EXCEPT FOR THOSE BEING DILIGENTLY CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS, AND IN EACH CASE ADEQUATE FUNDS AND PROVISIONS FOR SUCH
TAXES HAVE BEEN MADE BY GUARANTOR.
(II)
GUARANTOR DOES NOT KNOW OF ANY PROPOSED
ADDITIONAL ASSESSMENT OR BASIS FOR ANY MATERIAL ASSESSMENT FOR ANY ADDITIONAL
TAXES (WHETHER OR NOT RESERVED AGAINST).
(III)
GUARANTOR HAS PAID ALL CHARGES SHOWN TO BE
DUE AND PAYABLE ON SAID TAX RETURNS OR ON ANY ASSESSMENTS MADE AGAINST IT OR ANY
OF ITS PROPERTY, AND ALL OTHER CHARGES IMPOSED ON IT OR ANY OF ITS PROPERTIES BY
ANY GOVERNMENTAL AUTHORITY.
(H)
DEFAULT UNDER OTHER AGREEMENTS.
GUARANTOR
HAS NOT RECEIVED ANY WRITTEN NOTICE OF A DEFAULT WITH RESPECT TO ANY INDENTURE,
LOAN AGREEMENT, MORTGAGE, DEED OR OTHER SIMILAR AGREEMENT RELATING TO THE
BORROWING OF MONIES TO WHICH IT IS A PARTY, AND BY WHICH IT IS BOUND.
(I)
INSURANCE.
GUARANTOR MAINTAINS WITH
FINANCIALLY SOUND AND REPUTABLE INSURERS, NOT RELATED TO OR AFFILIATED WITH
GUARANTOR, INSURANCE WITH RESPECT TO ITS PROPERTIES AND ASSETS AND AGAINST AT
LEAST SUCH LIABILITIES, CASUALTIES AND CONTINGENCIES AND IN AT LEAST SUCH TYPES
AND AMOUNTS AS IS CUSTOMARY IN THE CASE OF INDIVIDUALS HAVING SIMILAR PROPERTIES
AND ASSETS SIMILARLY SITUATED.
(J)
ADVERSE CONDITIONS.
NO CONDITION,
CIRCUMSTANCE, EVENT, AGREEMENT, DOCUMENT, INSTRUMENT, RESTRICTION, LITIGATION OR
PROCEEDING (OR TO GUARANTOR'S KNOWLEDGE, THREATENED LITIGATION OR PROCEEDING OR
BASIS THEREFOR) RELATING TO GUARANTOR EXISTS (I) WHICH ARE LIKELY TO RESULT IN A
MATERIAL ADVERSE EFFECT; (II) WHICH WOULD CONSTITUTE AN EVENT OF DEFAULT UNDER
THIS GUARANTY, THE COMPLETION GUARANTY, THE ENVIRONMENTAL INDEMNITY AGREEMENT OR
ANY OF THE LOAN DOCUMENTS; OR (III) WHICH WOULD CONSTITUTE SUCH AN EVENT OF
DEFAULT WITH THE GIVING OF NOTICE OR LAPSE OF TIME OR BOTH.
19.
ADDITIONAL COVENANTS OF GUARANTOR.
(A)
GUARANTOR SHALL DELIVER OR CAUSE TO BE
DELIVERED TO LENDER THOSE REPORTS AND FINANCIAL STATEMENTS SET FORTH BELOW.
ALL
SUCH FINANCIAL STATEMENTS SHALL BE INTERNALLY PREPARED AND SHALL FAIRLY AND
ACCURATELY PRESENT IN ALL MATERIAL RESPECTS THE ASSETS, LIABILITIES AND
FINANCIAL CONDITIONS OF GUARANTOR AND SUCH OTHER PERSONS, IF ANY, DESCRIBED
THEREIN AS OF AND FOR THE PERIODS ENDING OF SUCH DATES SET FORTH THEREIN.
(I)
A DISCLOSURE OF