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the fiscal year then ended, which balance sheet and r elated s t a - tement accurately reflect the financial condition and operations of the Guarantor as of their respective dates , and (ii) upon request, quarterly unaudited financial statements reflecting the same information as the balance sheet and related statement of income: and (f) there have been no material adverse changes in the financial condition of the Borrowe~ or the Guarantor subsequent to ____________ : and (g) there is no pending or threatened action or proceeding affecting any Persons comprising the Guaranto r before any court, governmental agency or arbitrator wh ich may materially adversely affect the financial condition of any Persons comp rising the Guarantor. Secti on 2.03, Affirmative Cove nants. The Guarantor covenants and agrees that , unless the Trustee shall otherwi s e consent in writing: (a) the Guarantor will comp ly in all ~ate riaL respects wi th all applicable laws, r11l es, regulations .:ind order=., such compliance to include, wi t hout limitation, paying before the same become de linquent all taxes, assessments and governmental charges imposed upon it or upon its proper ty e xcept to the extent con- tested in goou faith; and (b) any corpo r.:1tions that are part of the Guarantor will maintain their corpor.J.te existence, will not dissol ve or o ther- wise dispose of all or substantially c1ll of their assets and will not consolida te with or mer.ge into a nother co rporatio n or ~ermit one or more other corporations to consolidate with it : provided, that any corpor.J.tions who are pa~t of the Gu.:i ranto r may, with the written approval of Barnett Bank of Cent ral Flori~a, N,A,, Orl ando, Florida, if such bank is ~1en a holder of any o f the Bonds, consoliJa te with or ~erge in to another corporation or corporations, or permit one or lllore other corporations to con- soli<late with it, or sell or otherwis e transfer to ~no~1er co r- poration or corporat ions all or subst~ntially all of their assets as an entirety and there.J.fter. dissolve, [)roviuod the surviving, resulting or transferee corporation or cor porations, as the case may b e, is a corporation or corporiltions organi ~e~ and existing under the laws of one of the sta tes of the United Sta tes, hav e a net worth not less than 1 00\ of the net wo rth of any corporations that are part of the Guar:1ntor on the date [Jrio r-to the ~ffective Jate of the consolidation or ~erger ~nJ assume in writin~ all of -10-