FAILURE TO COMPLY THEREWITH, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
POWER; AUTHORIZATION; ENFORCEABLE
OBLIGATIONS.
EACH GUARANTOR HAS THE CORPORATE POWER AND AUTHORITY, AND THE
LEGAL RIGHT, TO MAKE, DELIVER AND PERFORM THIS GUARANTEE AND THE GUARANTEED
OBLIGATIONS.
EACH GUARANTOR HAS TAKEN ALL NECESSARY CORPORATE ACTION TO
AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS GUARANTEE ON THE TERMS
AND CONDITIONS HEREIN AND THE PERFORMANCE OF THE GUARANTEED OBLIGATIONS.
NO
CONSENT OR AUTHORIZATION OF, OR FILING WITH, ANY PERSON IS REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH GUARANTOR OF
THIS GUARANTEE.
THIS GUARANTEE HAS BEEN DULY EXECUTED AND DELIVERED ON BEHALF
OF EACH GUARANTOR.
THIS GUARANTEE CONSTITUTES A LEGAL, VALID AND BINDING
OBLIGATION OF EACH GUARANTOR, ENFORCEABLE AGAINST EACH SUCH GUARANTOR IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES
(WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN EQUITY OR AT LAW).
(C)
NO LEGAL BAR OR CONFLICTS.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS GUARANTEE BY THE GUARANTORS, THE PAYMENTS
HEREUNDER, AND THE PERFORMANCE OF THE GUARANTEED OBLIGATIONS DO NOT AND WILL NOT
VIOLATE IN ANY MATERIAL RESPECT, RESULT IN A DEFAULT (OR GIVE RISE TO A RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION OF ANY OBLIGATION OR LOSS OF ANY
MATERIAL BENEFIT) UNDER, OR REQUIRE A CONSENT OR WAIVER UNDER, ANY REQUIREMENT
OF LAW APPLICABLE TO, OR ANY CONTRACTUAL OBLIGATION OF, ANY GUARANTOR, AND WILL
NOT RESULT IN, OR REQUIRE, THE CREATION OR IMPOSITION OF ANY LIEN ON ANY OF
THEIR RESPECTIVE PROPERTIES OR REVENUES PURSUANT TO ANY SUCH REQUIREMENT OF LAW
APPLICABLE TO ANY OF THE GUARANTORS OR ANY SUCH CONTRACTUAL OBLIGATION OF ANY OF
THE GUARANTORS.
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
(D)
FINANCIAL CONDITION.
(I)
THE UNAUDITED CONSOLIDATED BALANCE SHEETS OF SFI AS AT
MARCH 31, 2009, AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND
CASH FLOWS FOR THE THREE-MONTH PERIOD ENDED ON SUCH DATE (ALL AS INCLUDED ON
SFI'S FORM 10-Q FILED WITH THE SECURITIES AND EXCHANGE COMMISSION), PRESENT
FAIRLY IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL CONDITION OF SFI AS
AT SUCH DATE, AND THE CONSOLIDATED RESULTS OF ITS OPERATIONS AND ITS
CONSOLIDATED CASH FLOWS FOR THE THREE-MONTH PERIOD THEN ENDED (SUBJECT TO NORMAL
YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTE DISCLOSURE THERETO).
ALL
SUCH FINANCIAL STATEMENTS, INCLUDING THE RELATED SCHEDULES AND NOTES THERETO,
HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED CONSISTENTLY THROUGHOUT THE
PERIODS INVOLVED
7
(EXCEPT AS APPROVED BY THE FIRM OF ACCOUNTANTS SPECIFIED HEREIN AND DISCLOSED
THEREIN).
SFI AND ITS SUBSIDIARIES DO NOT HAVE ANY MATERIAL GUARANTEE,
CONTINGENT LIABILITIES AND LIABILITIES FOR TAXES, OR ANY MATERIAL LONG-TERM
LEASES OR UNUSUAL FORWARD OR LONG-TERM COMMITMENTS, INCLUDING ANY INTEREST RATE
OR FOREIGN CURRENCY SWAP OR EXCHANGE TRANSACTION OR OTHER OBLIGATION IN RESPECT
OF DERIVATIVES, THAT ARE NOT REFLECTED OR DISCLOSED