CONTEMPLATED, THE
PERFORMANCE OF OR COMPLIANCE WITH THE TERMS AND CONDITIONS HEREOF OR THEREOF, OR
TO ENSURE THE LEGALITY, VALIDITY, BINDING EFFECT, ENFORCEABILITY OR
ADMISSIBILITY IN EVIDENCE HEREOF OR THEREOF.
(D)
VIOLATION OF LAWS.
TO THE BEST OF GUARANTOR'S KNOWLEDGE,
GUARANTOR IS NOT IN VIOLATION OF ANY APPLICABLE STATUTE, REGULATION OR ORDINANCE
OF THE UNITED STATES OF AMERICA, OF ANY STATE, CITY, TOWN, MUNICIPALITY, COUNTY
OR OF ANY OTHER JURISDICTION, OR OF ANY AGENCY THEREOF (INCLUDING, BUT NOT
LIMITED TO ANY HAZARDOUS MATERIALS LAWS (AS DEFINED IN THE ENVIRONMENTAL
INDEMNITY AGREEMENT)).
(E)
SOLVENCY.
GUARANTOR (I) IS NOW AND AT ALL TIMES DURING THE TERM
HEREOF SHALL BE GENERALLY PAYING ITS DEBTS AS THEY MATURE; (II) NOW OWNS, AND AT
ALL TIMES DURING THE TERM HEREOF SHALL OWN, PROPERTY WHICH, AT A FAIR VALUATION,
IS GREATER THAN THE SUM OF ITS DEBTS, AND (III) NOW HAS AND AT ALL TIMES 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.
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(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,