The Subsidiary Guaranty. Subject in each case to the provisions of Section 9.08, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees as primary obligor and not merely as surety, the full and punctual payment as and when the same shall become due and payable (whether at stated maturity, upon acceleration or otherwise) of the principal and interest on each Revolving Credit Loan Note and Term Loan Note issued by the Borrower under this Agreement, the full and punctual payment of each Reimbursement Obligation in respect of the Revolving Letters of Credit under this Agreement and the full and punctual payment of all amounts payable by the Borrower under this Agreement in respect of the Revolving Credit Loan Facility and the Term Loans (the “Revolving Credit Loan/Term Loan Obligations”) (the guaranty referred to above is referred to as the “Subsidiary Guaranty”). Upon failure by the Borrower to pay punctually any such amount, the Subsidiary Guarantors shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Agreement. The Revolving Credit Loan/Term Loan Obligations of the Borrower guaranteed by the Subsidiary Guarantors are referred to as the “Guaranteed Obligations”. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s liability hereunder shall extend to all amounts which constitute part of the obligations guaranteed by it hereunder and would be owed by the Borrower hereunder but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. AES Fourth Amended and Restated Credit Agreement
The Subsidiary Guaranty. (a) In order to induce the Banks and the Issuing Bank to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Subsidiary Guarantors from the proceeds of the Loans and the issuance of the Letters of Credit, the Subsidiary Guarantors hereby jointly and severally agree with the Secured Creditors as follows: each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees as primary obligors and not merely as sureties the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of each other Credit Party to the Banks, the Issuing Bank and the Agents under this Agreement and the other Credit Documents and under each Interest Rate Protection or Other Hedging Agreement entered into by a Bank with the Borrower. If any or all of the indebtedness of any other Credit Party to the Banks, the Issuing Bank or the Agents becomes due and payable hereunder or under such other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each of the Subsidiary Guarantors unconditionally promises to pay such indebtedness to the Secured Creditors, or to their order, on demand, together with any and all expenses which may be incurred by the Agents, the Issuing Bank or the Banks in collecting any of the indebtedness. The word "indebtedness" is used in this Section 14 in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of Credit Parties arising in connection with this Agreement or any other Credit Documents or under any Interest Rate Protection or Other Hedging Agreement with a Bank, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether any Credit Party may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable.
The Subsidiary Guaranty. Each of the Subsidiary Guarantors hereby unconditionally and irrevocably guarantees the due and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Note issued by the Borrower (and each Advance made to the Borrower not evidenced by a Note) pursuant to the Credit Agreement, and the due and punctual payment of all other amounts payable by the Borrower under the Credit Agreement. Upon failure by the Borrower to pay punctually any such amount, the Subsidiary Guarantors shall forthwith on demand jointly and severally pay the amount not so paid in the currency, at the place, in the manner and with the effect otherwise specified in Article 2 of the Credit Agreement (including, for the avoidance of doubt, Section 2.20, which shall apply mutatis mutandis as if each Subsidiary Guarantor were a Borrower). If payment has become due under this Subsidiary Guaranty as provided in the preceding sentence, each Subsidiary Guarantor further agrees that if any such payment in respect of any guaranteed amounts shall be at a place of payment other than New York and if, by reason of any applicable law, war or civil disturbance or similar event, payment of such amounts at such place of payment shall be impossible or, in the judgment of any applicable Bank, not consistent with the protection of its rights or interests, then, at the election of any applicable Bank, such Subsidiary Guarantor shall make payment of such amount in New York.
The Subsidiary Guaranty. The Subsidiary Guaranty ranks equally and ratably with all unsecured and unsubordinated obligations of each of the Subsidiary Guarantors generally, but subject to the right of any Person having preferred rights, whether such rights arise by contract, statute, law (or the operation thereof) or otherwise.
The Subsidiary Guaranty. (3) The documents furnished by each Loan Party pursuant to Section 3.01 of the Credit Agreement.
The Subsidiary Guaranty. The foregoing documents are hereinafter sometimes collectively called the “Opinion Documents.” In the capacity described above and except as noted in the following paragraph, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Borrowers and the Subsidiary Guarantors, certificates of officers and representatives of the Borrowers and the Subsidiary Guarantors, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. In our examinations, we have assumed (i) the power and authority of all parties to enter into the Opinion Documents, (ii) the due authorization, valid execution and delivery of the Opinion Documents by all parties thereto, and (iii) except where this opinion expressly addresses such matters as to the Borrowers and the Subsidiary Guarantors, that each of the Opinion Documents is enforceable against such party. With your approval, for purposes of our opinions expressed herein, we have further assumed:
The Subsidiary Guaranty. The documents referred to in clauses (a) through (c) above are herein sometimes referred to as the "CREDIT DOCUMENTS". In our examination we have assumed the genuineness of all signatures (other than as to any Credit Party), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact not independently verified by us we have relied, to the extent we deemed appropriate, upon representations and certificates of officers of the respective Credit Parties, public officials and other appropriate persons. We have also assumed, with your approval, the due authorization, execution and delivery of the Credit Documents on the part of the Administrative Agent and the Lenders and the legality, validity, binding effect on, and enforceability of the Credit Documents against those persons. All assumptions and statements of reliance as to factual matters herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. We understand that you have considered the applicability of fraudulent transfer laws to the transactions contemplated by the Credit Documents, as to which laws we express no opinion, and have satisfied yourself with respect thereto. Our examination of matters of law in connection with the opinions expressed herein has been limited to the federal laws of the United States, the laws of the State of Ohio, and the corporate laws of the State of Delaware, and accordingly, no opinions expressed herein shall be deemed to cover any other laws. We have neither examined nor requested an examination of the indices or records of any court or governmental or other agency, authority, instrumentality or entity, nor have we made inquiry of any person or entity, except as expressly set forth in this opinion letter. In addition, we have not independently verified or investigated the accuracy or completeness of any factual information and, because the scope of our examination did not include such verification, we assume no responsibility for the accuracy or completeness of any such information. As used herein, "to our knowledge" shall mean to the actual knowledge of the lawyers who have been actively involved in...
The Subsidiary Guaranty k. the Intercompany Subordination Agreement;
The Subsidiary Guaranty. Upon the basis of the foregoing, we are of the opinion that:
The Subsidiary Guaranty. Upon the basis of the foregoing, and assuming the due authorization, execution and delivery of the Company Documents, the Guarantor Documents and the other Operative Documents on behalf of the Company and the Subsidiary Guarantors (as to which you have agreed to rely, and that we may rely, on the opinion of Xxxxxx & Xxxxxx and the opinions of local counsel in Nevada and Georgia referred to therein), we are of the opinion that the Company Documents, the Guarantor Documents and the other Operative Documents are enforceable in accordance with their respective terms except as: (i) the enforceability thereof may be affected by bankruptcy, insolvency, reorganization, fraudulent conveyance, voidable preference, moratorium or similar laws applicable to creditors' rights or the collection of debtors' obligations generally; (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; and (iii) the enforceability of certain of the remedial, waiver and other provisions of the Company Documents, the Guarantor Documents and the other Operative Documents may be further limited by the laws of the State of New York; provided that such additional laws do not, in our opinion, -------- substantially interfere with the practical realization of the benefits expressed in the Company Documents, the Guarantor Documents and the other Operative Documents, except for the economic consequences of any procedural delay which may result from such laws. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of any jurisdiction except the State of New York. We express no opinion as to the effect of the compliance or noncompliance of the Lessor or any of the Lease Participants with any state or federal laws or regulations applicable to the Lessor or any of the Lease Participants by reason of the legal or regulatory status or the nature of the business of the Lessor or any of the Lease Participants. This opinion is delivered to you in connection with the transaction referenced above and may only be relied upon by you and any assignee of the Lessor and any future Lease Participant under the Investment Agreement without our prior written consent. Very truly yours, EXHIBIT E U.S. XPRESS ENTERPRISES, INC. COMPLIANCE CHECK LIST _______________________ _____________, _____
