BUSINESS AND IS IN GOOD STANDING UNDER THE
LAWS OF EACH JURISDICTION WHERE THE NATURE OF THE BUSINESS CONDUCTED BY IT OR
THE PROPERTIES OWNED OR LEASED BY IT REQUIRES SUCH QUALIFICATION.
(B)
AUTHORITY AND AUTHORIZATION.
GUARANTOR HAS FULL POWER, AUTHORITY
AND LEGAL RIGHT TO EXECUTE AND DELIVER THE GUARANTY AND TO PERFORM ITS
OBLIGATIONS THEREUNDER, AND ALL SUCH ACTION HAS BEEN DULY AND VALIDLY AUTHORIZED
BY ALL NECESSARY CORPORATE PROCEEDINGS ON ITS PART.
(C)
EXECUTION AND BINDING EFFECT.
THE GUARANTY HAS BEEN DULY AND
VALIDLY EXECUTED AND DELIVERED BY GUARANTOR AND CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF GUARANTOR, ENFORCEABLE AGAINST GUARANTOR IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS THE ENFORCEABILITY THEREOF MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAWS OF GENERAL APPLICATION AFFECTING
THE ENFORCEMENT OF CREDITORS' RIGHTS.
(D)
ABSENCE OF CONFLICTS.
NEITHER THE EXECUTION AND DELIVERY OF THE
GUARANTY NOR PERFORMANCE OF OR COMPLIANCE WITH THE TERMS AND CONDITIONS THEREOF
WILL (I) VIOLATE ANY LAW, RULE OR REGULATION, (II) CONFLICT WITH OR RESULT IN A
BREACH OF OR A DEFAULT UNDER THE ARTICLES OF INCORPORATION OR BYLAWS OF
GUARANTOR OR ANY AGREEMENT OR INSTRUMENT TO WHICH GUARANTOR IS A PARTY OR BY
WHICH IT OR ANY OF ITS PROPERTIES (NOW OWNED OR HEREAFTER ACQUIRED) MAY BE
SUBJECT OR BOUND OR (III) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN,
CHARGE, SECURITY INTEREST OR ENCUMBRANCE UPON ANY PROPERTY (NOW OWNED OR
HEREAFTER ACQUIRED) OF GUARANTOR, EXCEPT PURSUANT TO THE RELEVANT DOCUMENTS
(HEREINAFTER DEFINED).
(E)
AUTHORIZATIONS AND FILINGS.
NO AUTHORIZATION, CONSENT, APPROVAL,
LICENSE, EXEMPTION OR OTHER ACTION BY, AND NO REGISTRATION, QUALIFICATION,
DESIGNATION, DECLARATION OR FILING WITH, ANY OFFICIAL BODY OR GOVERNMENTAL
AUTHORITY (HEREINAFTER DEFINED) IS OR WILL BE NECESSARY OR ADVISABLE IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THE GUARANTY OR PERFORMANCE OF OR
COMPLIANCE WITH THE TERMS AND CONDITIONS THEREOF.
1
FURTHERMORE, EITHER GUARANTOR OR SELLER HAS OBTAINED OR MADE, OR WILL OBTAIN OR
MAKE PRIOR TO OR CONCURRENTLY WITH THE CLOSING, ALL AUTHORIZATIONS, CONSENTS OR
APPROVALS OF AND FILINGS WITH ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON
REQUIRED WITH RESPECT TO GUARANTOR AND/OR SELLER FOR THE EXECUTION AND DELIVERY
OF THE RELEVANT DOCUMENTS AND THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER.
(F)
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS OF GUARANTOR AND
SELLER FOR THE FISCAL YEAR ENDING DECEMBER 28, 2008 (AUDITED) HERETOFORE
FURNISHED BY IT TO LANDLORD ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, HAVE
BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
CONSISTENTLY APPLIED THROUGHOUT THE PERIODS INDICATED AND FAIRLY PRESENT THE
FINANCIAL CONDITION OF GUARANTOR AND SELLER, SUBJECT TO CUSTOMARY YEAR-END
ADJUSTMENTS WITH RESPECT TO THE UNAUDITED FINANCIAL STATEMENTS.
FROM
DECEMBER 28, 2008, TO THE DATE HEREOF THERE HAS BEEN NO ADVERSE CHANGE IN ANY
MATERIAL RESPECT IN THE ASSETS, LIABILITIES, CONDITION (FINANCIAL OR OTHERWISE)
OR BUSINESS OF GUARANTOR OR SELLER FROM THAT SET FORTH OR REFLECTED IN THE
ABOVE-MENTIONED FINANCIAL STATEMENTS OTHER THAN CHANGES IN THE ORDINARY COURSE
OF BUSINESS, NONE OF WHICH IS MATERIALLY ADVERSE, AND