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F-4 <br />EL185\77\970529.v2 <br />b.Litigation. There is no action, suit or proceeding pending or, to the knowledge <br />of the Guarantor, threatened against or affecting the Guarantor which, if adversely determined, <br />would have a material adverse effect on the condition (financial or otherwise), property or <br />assets of the Guarantor, or which would question total validity of this Guaranty or any <br />instrument, document or other agreement related hereto or required hereby, or impair the ability <br />of the Guarantor to perform his or her obligations hereunder or thereunder. <br />c.Default. Guarantor is not in default of a material provision under any material <br />agreement, instrument, decree or order to which he or she is a party or by which he or she or his <br />or her property is bound or affected. <br />d.Consents. No consent, approval, order or authorization of, or registration, <br />declaration or filing with, or notice to, any governmental authority or any third party is <br />required in connection with the execution and delivery of this Guaranty or any of the <br />agreements or instruments herein mentioned to which Guarantor is a party or the carrying out or <br />performance of any of the transactions required or contemplated hereby or thereby or, if <br />required, such consent, approval, order or authorization has been obtained or such <br />registration, declaration or filing has been accomplished or such notice has been given prior to <br />the date hereof. <br />e.Taxes. Guarantor has filed all tax returns required to be filed and has paid all <br />taxes shown thereon to be due, including interest and penalties, which are not being contested in <br />good faith and by appropriate proceedings and none of them has any information or knowledge <br />of any objections to or claims for additional taxes in respect of federal income or excess profits <br />tax returns for prior years. <br />THE GUARANTOR REPRESENTS, CERTIFIES, WARRANTS AND AGREES THAT THE <br />GUARANTOR HAS READ ALL OF THIS GUARANTY AND UNDERSTAND ALL OF THE <br />PROVISIONS OF THIS GUARANTY. THE GUARANTOR ALSO AGREES THAT COMPLIANCE <br />BY THE CITY WITH THE EXPRESS PROVISIONS OF THIS GUARANTY SHALL CONSTITUTE <br />GOOD FAITH AND SHALL BE CONSIDERED REASONABLE FOR ALL PURPOSES. <br />[PERSONAL GUARANTOR] <br />Page 274 of 327