Common use of GUARANTOR’S WARRANTIES Clause in Contracts

GUARANTOR’S WARRANTIES. 4.1 Guarantor represents and warrants to Lender that: (a) Guarantor is an affiliate of Borrower and will benefit from the Loan and the execution and delivery of the Loan Documents; (b) the execution, delivery and performance by Guarantor of this Guaranty does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect; (c) neither the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect; (d) this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms; (e) there is no action, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guaranty; (f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it has been represented by counsel chosen by it in connection with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement; (g) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might materially adversely affect its financial condition or businesses or which would in any way jeopardize the ability of Guarantor to perform hereunder; (h) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor; (i) the execution and delivery of this Guaranty will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render Guarantor insolvent under generally accepted accounting principles, (ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result in the incurrence of debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) beyond Guarantor's ability to pay them when and as they become due; and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they mature;

GUARANTOR’S WARRANTIES. 4.1 Each Guarantor hereby warrants and represents and warrants to each Lender that: (a) a. Such Guarantor is an affiliate duly organized, validly existing and in good standing under the laws of Borrower its jurisdiction of organization, and will benefit from the Loan is duly qualified and the execution and delivery of the Loan Documents; (b) the execution, delivery and performance is in good standing in each jurisdiction in which such qualification is required by Guarantor of this Guaranty does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for other than those jurisdictions as to which consents the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have been obtained by a material adverse effect. Such Guarantor has the corporate or other requisite power and delivered authority to Lender execute and are in full force and effect; (c) neither the execution and delivery by Guarantor of deliver this Guaranty nor and to perform the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;provisions hereof. (d) this b. This Guaranty has been duly executed authorized by all necessary action on the part of such Guarantor, and delivered by Guarantor and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms;. (e) there is no actionc. The execution, litigation or other proceeding pending or threatened against delivery and performance by such Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guaranty; (f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it has been represented by counsel chosen by it in connection with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement; (g) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might materially adversely affect its financial condition or businesses or which would in any way jeopardize the ability of Guarantor to perform hereunder; (h) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor; (i) the execution and delivery of this Guaranty will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render contravene, result in any breach of, or constitute a default under, or result in the creation of any lien, claim or encumbrance in respect of any property of such Guarantor insolvent under generally accepted accounting principlesunder, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws or other organizational document, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its properties may be bound or affected, (ii) leave conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to such Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result violate any provision of any statute or other rule or regulation of any governmental authority applicable to such Guarantor. d. No consent, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the incurrence execution, delivery or performance by such Guarantor of debts (whether matured or unmaturedthis Guarantee. e. Upon the execution and delivery hereof, liquidated or unliquidatedsuch Guarantor will be solvent, absolute, fixed or contingent) beyond Guarantor's ability will be able to pay them when and its debts as they become due; mature and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required will have capital sufficient to be paid carry on existing debts when and as they mature;its business.

GUARANTOR’S WARRANTIES. 4.1 Guarantor represents and warrants to Lender that: (a) Guarantor is an affiliate of Borrower Guarantor, Xxxxxxxx St. Laurent, Alexander St. Laurent and will benefit from Georges St. Laurent, III are the Loan and the execution and delivery sole shareholders of the Loan Documents;Borrower. (b) the The execution, delivery and performance by Guarantor of this Guaranty does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, Guarantor's activities or properties or conflict with with, or result in any default under any agreement or instrument of any kind unto to which Guarantor is a party or by which Guarantor or its Guarantor's properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect;. (c) neither Neither the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;. (d) this This Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms;. (e) there There is no action, litigation or other proceeding pending or or, to Guarantor's best knowledge, threatened against Guarantor before any court, arbitrator or administrative agency which in may have an adverse effect on Guarantor's reasonable opinion will have a materially adverse affect on its assets, business businesses, or financial condition or which would prevent, hinder or jeopardize its Guarantor's performance under this Guaranty;. (f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it Documents and has been represented by counsel chosen by it in connection reviewed such documents personally and with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement;counsel. (g) except for Except as may be set forth in the agreement(s) disclosed on written financial statements previously submitted presented by Guarantor to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate require any obligations of Guarantor to be performed as of the date hereof off as a result of executing this Guaranty, which might materially adversely affect its Guarantor's financial condition or businesses businesses, or which would in any way jeopardize the ability of Guarantor to perform hereunder; (h) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor; (i) the execution and delivery of this Guaranty will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render Guarantor insolvent under generally accepted accounting principles, (ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result in the incurrence of debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) beyond Guarantor's ability to pay them when and as they become due; and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they mature;.

GUARANTOR’S WARRANTIES. 4.1 Each Guarantor hereby warrants and represents to the Agent and warrants to Lender Lenders that: (a) a. The Guarantor is an affiliate duly organized, validly existing and in good standing under the laws of Borrower its jurisdiction of organization, and will benefit from the Loan is duly qualified and the execution and delivery of the Loan Documents; (b) the execution, delivery and performance is in good standing in each jurisdiction in which such qualification is required by Guarantor of this Guaranty does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for other than those jurisdictions as to which consents the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have been obtained by a material adverse effect. The Guarantor has the corporate or other requisite power and delivered authority to Lender execute and are in full force and effect; (c) neither the execution and delivery by Guarantor of deliver this Guaranty nor and to perform the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;provisions hereof. (d) this b. This Guaranty has been duly executed authorized by all necessary action on the part of such Guarantor, and delivered by Guarantor and this Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms;. (e) there is no actionc. The execution, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its delivery and performance under this Guaranty; (f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it has been represented by counsel chosen by it in connection with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement; (g) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might materially adversely affect its financial condition or businesses or which would in any way jeopardize the ability of Guarantor to perform hereunder; (h) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor; (i) the execution and delivery of this Guaranty will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render contravene, result in any breach of, or constitute a default under, or result in the creation of any lien, claim or encumbrance in respect of any property of the Guarantor insolvent under generally accepted accounting principlesunder, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws or other organizational document, or any other agreement or instrument to which the Guarantor is bound or by which the Guarantor or any of its properties may be bound or affected, (ii) leave conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to the Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result violate any provision of any statute or other rule or regulation of any governmental authority applicable to the Guarantor. d. No consent, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the incurrence execution, delivery or performance by the Guarantor of debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) beyond Guarantor's ability to pay them when and as they become due; and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they mature;Guaranty which has not been obtained.

GUARANTOR’S WARRANTIES. 4.1 (a) Guarantor represents and warrants to Lender that: (a1) Guarantor is an affiliate of Borrower has the power and will benefit from the Loan authority to execute and the execution deliver this Guaranty and delivery of the Loan Documents; (b) carry on Guarantor's businesses as presently conducted and the execution, delivery and performance by Guarantor of this Guaranty does do not and will not conflict with or contravene Guarantor's Articles of Organization or any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or any of its activities, activities or properties or conflict with with, or result in any default under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, charter, bank loan or credit agreement or other agreement or instrument of any kind unto to which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect; (c2) neither Neither the execution and delivery by Guarantor of this Guaranty nor any of the performance transactions by Guarantor hereunder contemplated hereby requires the consent, approval, order or authorization of, or registration with, or the giving of notice to to, any governmental authorityUnited States federal, domestic state, or foreignlocal, or any other person or entityforeign, governmental authority, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect; (d3) this This Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor it in accordance with its terms; (e4) Other than as disclosed in the public filings of Guarantor, there is no action, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will may have a materially material adverse affect effect on its the assets, business business, or financial condition of Guarantor or which would prevent, hinder or jeopardize its the performance by Guarantor under this Guaranty; (f5) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it has been represented by counsel chosen by it in connection with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement;6284.98.499772.5 9/28/2010 (g6) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any charter or other corporate restriction which individually or in the aggregate might materially adversely affect may have a material adverse effect on its financial condition condition, business, or businesses operations or which would in any way jeopardize the ability of Guarantor to perform hereunder;under this Guaranty; and (h7) all All certificates, financial information delivered statements, tax returns (including without limitation, the tax returns of Borrower and Guarantor) and written materials furnished to Lender by or on behalf of Guarantor in connection with respect the Loan do not contain any untrue statements of a material fact or omit to Guarantor fairly and accurately represents state a material fact necessary in order to make the financial condition of Guarantor;statements contained therein not misleading. (8) GUARANTOR (i) the execution and delivery of this Guaranty will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render Guarantor insolvent under generally accepted accounting principlesREPRESENTS THAT AS OF THE DATE OF THIS GUARANTY, GUARANTOR HAS NO DEFENSES TO OR SETOFFS AGAINST ANY OF THE OBLIGATIONS, NOR CLAIMS AGAINST LENDER OR ITS AFFILIATES FOR ANY MATTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, AND (ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature of its businessRELEASES LENDER AND LENDER'S AFFILIATES FROM ALL CLAIMS, or (iii) result in the incurrence of debts (whether matured or unmaturedCAUSES OF ACTION, liquidated or unliquidatedAND COSTS, absoluteIN LAW OR EQUITY, fixed or contingent) beyond Guarantor's ability to pay them when and as they become due; and as used in this subparagraphEXISTING AS OF THE DATE OF THIS GUARANTY WHICH GUARANTOR HAS OR MAY HAVE BY REASON OF ANY MATTER OF ANY CONCEIVABLE KIND OR CHARACTER WHATSOEVER, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they mature;RELATED OR UNRELATED TO THE OBLIGATIONS, INCLUDING THE SUBJECT MATTER OF THIS GUARANTY. THE FOREGOING RELEASE DOES NOT APPLY, HOWEVER, TO ANY OTHER CLAIMS, INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR FUTURE PERFORMANCE OF EXPRESS CONTRACTUAL OBLIGATIONS THAT MATURE AFTER THE DATE HEREOF THAT ARE OWING TO GUARANTOR BY LENDER OR ITS AFFILIATES.

GUARANTOR’S WARRANTIES. 4.1 Each Guarantor hereby warrants and represents and warrants to Lender each Buyer that: (a) a. Such Guarantor is an affiliate duly organized, validly existing and in good standing under the laws of Borrower its jurisdiction of organization, and will benefit from the Loan is duly qualified and the execution and delivery of the Loan Documents; (b) the execution, delivery and performance is in good standing in each jurisdiction in which such qualification is required by Guarantor of this Guaranty does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for other than those jurisdictions as to which consents the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have been obtained by a material adverse effect. Such Guarantor has the corporate or other requisite power and delivered authority to Lender execute and are in full force and effect; (c) neither the execution and delivery by Guarantor of deliver this Guaranty nor and to perform the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;provisions hereof. (d) this b. This Guaranty has been duly executed authorized by all necessary action on the part of such Guarantor, and delivered by Guarantor and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms;. (e) there is no actionc. The execution, litigation or other proceeding pending or threatened against delivery and performance by such Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guaranty; (f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it has been represented by counsel chosen by it in connection with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement; (g) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might materially adversely affect its financial condition or businesses or which would in any way jeopardize the ability of Guarantor to perform hereunder; (h) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor; (i) the execution and delivery of this Guaranty will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render contravene, result in any breach of, or constitute a default under, or result in the creation of any lien, claim or encumbrance in respect of any property of such Guarantor insolvent under generally accepted accounting principlesunder, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws or other organizational document, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its properties may be bound or affected, (ii) leave conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to such Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result violate any provision of any statute or other rule or regulation of any governmental authority applicable to such Guarantor. d. No consent, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the incurrence execution, delivery or performance by such Guarantor of debts (whether matured or unmaturedthis Guarantee. e. Upon the execution and delivery hereof, liquidated or unliquidatedsuch Guarantor will be solvent, absolute, fixed or contingent) beyond Guarantor's ability will be able to pay them when and its debts as they become due; mature and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required will have capital sufficient to be paid carry on existing debts when and as they mature;its business.

GUARANTOR’S WARRANTIES. 4.1 14.1 The Guarantor represents and warrants to Lender thatthe Sellers that the statements set out in this Clause (the “Guarantors’ Representations and Warranties”) are true and accurate (i) on the Signing Date and, (ii) unless the Guarantors’ Representation or Warranty is given with reference to the Signing Date or any earlier date, on the Closing Date: (a) a. the Guarantor is an affiliate a company duly organised and validly existing under the laws of Borrower Delaware; b. the Guarantor has the capacity and will benefit from power to execute this Agreement; c. the Loan execution of this Agreement and the execution performance by the Guarantor of its obligations thereunder have been approved and delivery authorised by all necessary corporate actions. No further action on the part of the Loan DocumentsGuarantor is necessary to authorise this Agreement or the performance by the Guarantor of its obligations thereunder; (b) d. the executionobligations of the Guarantor under this Agreement and under each document or instrument contemplated by this Agreement, delivery constitute valid and legally binding obligations of the Guarantor, in each case enforceable against the Guarantor in accordance with their terms; e. the execution of this Agreement and the performance by the Guarantor of this Guaranty does its obligations thereunder do not and will not conflict with (i) violate the articles of association or contravene other constitutive documents of the Guarantor, or (ii) violate any agreement, obligation, law, regulation, rule, regulationcovenant, judgmentjudgement, order injunction, order, decree or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under any agreement or instrument of any kind unto permits to which the Guarantor is a party subject or by which party; f. the Guarantor or its properties may be bound or affected, except for those as has sufficient funds available to which consents have been obtained by Guarantor and delivered to Lender and are guarantee the payments of the Final Purchase Price in full force and effect; (c) neither in cash by the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect; (d) this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor Purchaser in accordance with its termsthe term of this Agreement; (e) there is no actiong. the Guarantor shall perform, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guaranty; (f) Guarantor is fully familiar observe and comply with all the obligations and conditions required by this Agreement to be performed by it; and h. there are no actions, proceedings or claims pending (or, to the best of its knowledge, threatened) against the covenantsGuarantor or any of its Affiliates, terms and the adverse determination of which may impair the validity or enforceability of this Agreement or any of its principal terms, materially adversely affect the financial conditions of the Loan Documents; it has been represented by counsel chosen by it in connection with this Guaranty and Guarantor or otherwise negatively affect the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement; (g) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might materially adversely affect its financial condition or businesses or which would in any way jeopardize the Guarantors ability of Guarantor to perform hereunder; (h) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor; (i) the execution and delivery of its obligations under this Guaranty will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render Guarantor insolvent under generally accepted accounting principles, (ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result in the incurrence of debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) beyond Guarantor's ability to pay them when and as they become due; and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they mature;Agreement.

GUARANTOR’S WARRANTIES. 4.1 Guarantor represents and warrants to Lender that: (a) Guarantor is an affiliate of Borrower Guarantor, Xxxxxxxx St. Laurent, Alexander St. Laurent and will benefit from Georges St. Laurent, III are the Loan and the execution and delivery sole Shareholders of the Loan Documents;Borrower. (b) the The execution, delivery and performance by Guarantor of this Guaranty does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, Guarantor's activities or properties or conflict with with, or result in any default under any agreement or instrument of any kind unto to which Guarantor is a party or by which Guarantor or its Guarantor's properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect;. (c) neither Neither the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;. (d) this This Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms;. (e) there There is no action, litigation or other proceeding pending or or, to Guarantor's best knowledge, threatened against Guarantor before any court, arbitrator or administrative agency which in may have an adverse effect on Guarantor's reasonable opinion will have a materially adverse affect on its assets, business businesses, or financial condition or which would prevent, hinder or jeopardize its Jeopardize Guarantor's performance under this Guaranty;. (f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it Documents and has been represented by counsel chosen by it in connection reviewed such documents personally and with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement;counsel. (g) except for Except as may be set forth in the agreement(s) disclosed on written financial statements previously submitted Presented by Guarantor to Lender, . Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate require any obligations of Guarantor to be performed as of the date hereof or as a result of executing this Guaranty, which might materially adversely adversly affect its Guarantor's financial condition or businesses businesses, or which would in any way jeopardize the ability of Guarantor to perform hereunder; (h) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor; (i) the execution and delivery of this Guaranty will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render Guarantor insolvent under generally accepted accounting principles, (ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result in the incurrence of debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) beyond Guarantor's ability to pay them when and as they become due; and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required to be paid on existing debts when and as they mature;.

GUARANTOR’S WARRANTIES. 4.1 Guarantor represents warrants and warrants to Lender acknowledges that: : (a) Guarantor is an affiliate has reviewed all of Borrower the terms and will benefit from the Loan and the execution and delivery provisions of the Loan Agreement and the other Loan Documents; ; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than Administrative Agent or the Lenders, on a continuing basis, financial and other information pertaining to Borrower’s financial condition, the Property and Borrower’s activities relating thereto and the status of Borrower’s performance of its obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and neither Administrative Agent nor any Lender has made any representation to Guarantor as to any such matters; (d) Guarantor has all requisite power and authority to own or lease its property and to carry on its own business as now conducted; (e) Guarantor has the full corporate power and authority to execute and deliver this Guaranty and to perform its obligations hereunder; the execution, delivery and performance by Guarantor of this Guaranty does not by Guarantor has been duly and validly authorized; and all requisite corporate action has been taken by Guarantor to make this Guaranty valid and binding upon Guarantor, enforceable in accordance with its terms; (f) neither any Loan Party nor any of its subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that would be reasonably likely to have a Material Adverse Effect; (g) Guarantor’s execution of, and compliance with, this Guaranty will not result in the breach of any term or provision of the operating agreement or other governing instrument of Guarantor, or result in the breach of any term or provision of, or conflict with or contravene constitute a default under, or, to Guarantor’s knowledge result in the acceleration of any obligation under any material agreement, indenture or loan or credit agreement or other instrument to which Guarantor is subject, or result in the violation of any law, rule, regulation, judgmentorder, order judgment or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under any agreement or instrument of any kind unto to which Guarantor is a party or by which Guarantor or its properties may be bound or affectedsubject; (h) intentionally deleted; (i) to Guarantor’s knowledge, except for those as to which consents have been obtained by Guarantor and delivered to Lender and are in full force and effect; (c) neither the execution and delivery by Guarantor of this Guaranty nor the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect; (d) this Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms; (e) there is no action, litigation suit, proceeding or other proceeding investigation pending or threatened against it which, if decided adversely against Guarantor, is reasonably likely to, either in any one instance or in the aggregate, result in any material adverse change in the business, operations, financial condition, properties or assets of Guarantor, or in any material impairment of the right or ability of Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect to carry on its assetsbusiness substantially as now conducted, business or financial condition in any material liability on the part of Guarantor, or which would prevent, hinder draw into question the validity of this Guaranty or jeopardize its performance under this Guaranty; (f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it has been represented by counsel chosen by it any action taken or to be taken in connection with this Guaranty and the transaction obligations of Guarantor contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement; (g) except for the agreement(s) disclosed on financial statements previously submitted to Lenderherein, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might materially adversely affect its financial condition or businesses or which would in any way jeopardize be likely to impair materially the ability of Guarantor to perform hereunder; under the terms of this Guaranty; (hj) all financial information delivered Guarantor does not believe, nor does it have any reason or cause to Lender believe, that it cannot perform each and every covenant contained in this Guaranty; (k) no approval, authorization, order, license or consent of, or registration or filing with, any governmental authority or other person, and no approval, authorization or consent of any other party is required in connection with respect to Guarantor fairly this Guaranty; (l) this Guaranty constitutes a valid, legal and accurately represents the financial condition binding obligation of Guarantor; , enforceable against it in accordance with the terms hereof; (im) intentionally deleted; (n) Guarantor is not and will not be, as a consequence of the execution and delivery of this Guaranty Guaranty, impaired or rendered “insolvent,” as that term is defined in the Bankruptcy Code, or otherwise rendered unable to pay its debts as the same mature and will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render Guarantor insolvent under generally accepted accounting principles, (ii) leave Guarantor with remaining assets which constitute unreasonably small capital given the nature have thereby undertaken liabilities in excess of its business, or (iii) result in the incurrence of debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) beyond Guarantor's ability to pay them when and as they become due; and as used in this subparagraph, "insolvent" means the present fair saleable value of assets its assets; and (o) the most recent financial statements of Guarantor previously delivered to Administrative Agent are true and correct in all material respects, have been prepared in accordance with GAAP or International Financial Reporting Standards as of the date of the applicable statement consistently applied (or other principles acceptable to Administrative Agent) and fairly present the financial condition of Guarantor as of the respective dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof. Notwithstanding the use of GAAP or International Financial Reporting Standards, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 800-00-00 (formerly known as FAS 159, The Fair Value Option For Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is less than the probable contractual amount required to be paid on existing debts when owed adjusted for amortization or accretion of any premium or discount. Guarantor acknowledges and as they mature;agrees that the Lenders may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

GUARANTOR’S WARRANTIES. 4.1 Each Guarantor hereby warrants and represents and warrants to Lender each Investor that: (a) a. Such Guarantor is an affiliate duly organized, validly existing and in good standing under the laws of Borrower its jurisdiction of organization, and will benefit from the Loan is duly qualified and the execution and delivery of the Loan Documents; (b) the execution, delivery and performance is in good standing in each jurisdiction in which such qualification is required by Guarantor of this Guaranty does not and will not conflict with or contravene any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or its activities, or conflict with or result in any default under any agreement or instrument of any kind unto which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for other than those jurisdictions as to which consents the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have been obtained by a material adverse effect. Such Guarantor has the corporate or other requisite power and delivered authority to Lender execute and are in full force and effect; (c) neither the execution and delivery by Guarantor of deliver this Guaranty nor and to perform the performance by Guarantor hereunder requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any governmental authority, domestic or foreign, or any other person or entity, except such consents as have been obtained by Guarantor and delivered to Lender and are in full force and effect;provisions hereof. (d) this b. This Guaranty has been duly executed authorized by all necessary action on the part of such Guarantor, and delivered by Guarantor and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms;. (e) there is no actionc. The execution, litigation or other proceeding pending or threatened against delivery and performance by such Guarantor before any court, arbitrator or administrative agency which in Guarantor's reasonable opinion will have a materially adverse affect on its assets, business or financial condition or which would prevent, hinder or jeopardize its performance under this Guaranty; (f) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents; it has been represented by counsel chosen by it in connection with this Guaranty and the transaction contemplated by the Loan Documents; and it has had the opportunity to consult with such counsel prior to executing this Guaranty and any other document which it is required to execute pursuant to the Credit Facility Agreement; (g) except for the agreement(s) disclosed on financial statements previously submitted to Lender, Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any restriction which individually or in the aggregate might materially adversely affect its financial condition or businesses or which would in any way jeopardize the ability of Guarantor to perform hereunder; (h) all financial information delivered to Lender with respect to Guarantor fairly and accurately represents the financial condition of Guarantor; (i) the execution and delivery of this Guaranty will not (based upon the reasonable likelihood any contingent obligations shall become actual obligations) (i) render contravene, result in any breach of, or constitute a default under, or result in the creation of any lien, claim or encumbrance in respect of any property of such Guarantor insolvent under generally accepted accounting principlesunder, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws or other organizational document, or any other agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its properties may be bound or affected, (ii) leave conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to such Guarantor with remaining assets which constitute unreasonably small capital given the nature of its business, or (iii) result violate any provision of any statute or other rule or regulation of any governmental authority applicable to such Guarantor. d. No consent, approval or authorization of, or registration, filing or declaration with, any governmental authority is required in connection with the incurrence execution, delivery or performance by such Guarantor of debts (whether matured or unmaturedthis Guarantee. e. Upon the execution and delivery hereof, liquidated or unliquidatedsuch Guarantor will be solvent, absolute, fixed or contingent) beyond Guarantor's ability will be able to pay them when and its debts as they become due; mature and as used in this subparagraph, "insolvent" means the present fair saleable value of assets is less than the probable amount required will have capital sufficient to be paid carry on existing debts when and as they mature;its business.