Common use of The Subsidiary Guaranty Clause in Contracts

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. In addition to the foregoing, we have reviewed (i) the certificates of incorporation certified by the Secretary of State of the State of Delaware of IVZ and each Subsidiary Guarantor, (ii) the by-laws of IVZ and each Subsidiary Guarantor, (iii) the resolutions of the board of directors of IVZ and each Subsidiary Guarantor with respect to the transactions contemplated by the Transaction Documents (items (i) through (iii) collectively, the “Organizational Documents”), (iv) certificates of public officials concerning the legal existence and good standing of IVZ and each Subsidiary Guarantor, (v) certificates of corporate officers and (vi) originals or copies, certified or otherwise identified to our satisfaction, of documents, corporate records, and other instruments, and made such further legal and factual examinations, as we have deemed necessary for the purposes of expressing the opinions set forth herein. In making the examinations described above and in rendering the opinions expressed below, we have assumed: (a) In order the genuineness of all signatures, (b) the legal capacity of natural persons, (c) the authenticity of all documents submitted to induce us as originals, the Banks conformity to original documents of all documents submitted to us as certified or photostatic copies and the Issuing Bank to enter into this Agreement and to extend credit hereunder and in recognition authenticity of the direct benefits to be received originals of such documents, (d) the due authorization, execution and delivery of the Transaction Documents by all parties thereto (other than IVZ and the Subsidiary Guarantors from the proceeds with respect to any Transaction Documents to which they are a party), (e) that such Transaction Documents are legal, valid and binding obligations of the Loans parties thereto enforceable against all such parties thereto (other than the Borrowers, the Parent and the issuance Subsidiary Guarantors), (f) all parties to the Transaction Documents (other than IVZ and the Subsidiary Guarantors) have the full power, authority and legal right to perform their respective obligations under such Transaction Documents, (g) that all of the Letters of Creditrepresentations and warranties made by the Borrowers, the Parent and the Subsidiary Guarantors hereby jointly in the Transaction Documents are true and severally agree with correct as to the Secured Creditors as follows: each of factual matters therein, (h) the Subsidiary Guarantors hereby unconditionally Lenders and irrevocably guarantees as primary obligors the Agent have acted in good faith and not merely as sureties the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, without notice of any and all indebtedness defense against enforcement of each other rights created by the transactions (the “Transactions”) contemplated by the Credit Party to the Banks, the Issuing Bank and the Agents under this Agreement and the other Credit Documents and under Transaction Documents, (i) 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 party to the BanksCredit Agreement and the other Transaction Documents has complied with all laws applicable to it that affect the Transactions, (j) the Issuing Bank Transactions comply with any test required by any applicable law of good faith or fairness, (k) each applicable law or regulation for which we are deemed to be responsible is published, accessible and generally available to lawyers practicing in the Agents becomes due State of New York, (l) there is no understanding or agreement not embodied in the Transaction Documents among parties to the Transactions that would modify any term of a Transaction Document or any right or obligation of a party thereto, and payable hereunder (m) with May 24, 2010 Page 3 respect to the Transactions and the Transaction Documents, there has been no mutual mistake of fact and there exists no fraud or under such duress. We have relied, with your permission, upon the representations and warranties contained in the Credit Agreement and the other Credit Transaction Documents or Interest Rate Protection or Other Hedging Agreements, to the extent the same relate to matters of fact relevant to the opinions expressed herein and upon certificates of public officials and certain officers of each of the Borrowers, the Parent and the Subsidiary Guarantors unconditionally promises to pay such indebtedness with respect to the Secured Creditorsfactual matters contained therein. In addition we have assumed, or to their order, on demand, together with any and all expenses which may be incurred by the Agentsyour permission, the Issuing Bank or following matters (as to which we understand you are relying solely upon the Banks in collecting any opinions of Linklaters, U.K. counsel to IHCL and XXXXXXX, Bermuda counsel to 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.Parent):

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. The Borrower Pledge Agreement; The Subsidiary Pledge Agreement dated the date hereof executed by Xxxxxxxx Xxxx Services, Inc. (a“Services”) In order in favor of Administrative Agent (and together with the Borrower Pledge Agreement, the “Pledge Agreements”); The Financing Statements describing the Company and Services as Debtors and Administrative Agent as Secured Party, copies of which have been delivered to induce us in final form prior to the Banks Closing Date; The Certificates of Incorporation of the Loan Parties, each as amended to date; The bylaws of the Loan Parties, each as amended to date; and Copies of resolutions of the Boards of Directors of the Loan Parties relating to the Agreement and other Loan Documents and the Issuing Bank transactions contemplated thereby. The documents listed in clauses (A) through (D) above are referred to enter into this Agreement herein as the “Transaction Documents”. Additionally, in rendering the opinions set forth below, we have reviewed such other records, certificates and documents as we have deemed appropriate for the purposes of such opinions. As to extend credit hereunder any facts material to our opinions, we have made no independent investigation of such facts and in recognition have relied, to the extent that we deem such reliance proper, upon statements of public officials and officers or other representatives of the direct benefits to be received by Company and on the Subsidiary Guarantors from representations and warranties set forth in the proceeds Transaction Documents. In rendering the opinions expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (other than of the Loans officers of the Loan Parties with respect to the Transaction Documents), the authenticity of all documents submitted to us as originals, and the issuance conformity to authentic original documents of all documents submitted to us as copies, which assumptions we have not independently verified. In addition we have assumed that the Transaction Documents have been duly executed and delivered by each party thereto (other than the Loan Parties) and constitute valid, binding and enforceable obligations of such parties (other than the Loan Parties) and that the laws of any jurisdiction other than the jurisdictions that are the subject of this opinion letter do not affect the terms of the Letters of CreditTransaction Documents. Based upon the foregoing, 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 subject to the Banksassumptions, the Issuing Bank qualifications, exceptions 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 Bankslimitations set forth herein, 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" it 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.our opinion that:

The Subsidiary Guaranty. The documents described in (a) In order through (c) above are sometimes referred to induce herein as the Banks "Loan Documents". We have also examined such other corporate documents and records, and other certificates, opinions and instruments and have conducted such investigations as we have deemed necessary as a basis for the opinions expressed below. As to factual matters relevant to our opinions expressed below, we have, without independent investigation, relied upon certificates of public officials and upon public records, and have further assumed and relied upon, without independent investigation, the truth and accuracy of all factual representations and warranties of all parties to the Loan Documents. We have assumed (i) all natural persons have legal capacity, (ii) the genuineness of all signatures of all parties other than Borrower, (iii) the conformity to authentic original documents of all documents submitted to us as copies and the Issuing Bank authenticity of all documents submitted 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 Creditus as originals, the Subsidiary Guarantors hereby jointly and severally agree with the Secured Creditors as follows: (iv) that each of the Subsidiary Guarantors hereby unconditionally Guarantor Subsidiaries listed in Schedule 4.4 to the Loan Agreement (the "Guarantor Subsidiaries") is duly organized, validly existing and irrevocably guarantees as primary obligors in good standing under the laws of its jurisdiction of incorporation or organization 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 in each other Credit Party jurisdiction where the conduct of its business or the ownership of its Properties makes qualification or registration to transact business necessary, (v) as to all parties other than the BanksBorrower, the Issuing Bank due authorization, execution and delivery of the Loan Documents, (vi) the validity and enforceability of the Loan Documents against all parties thereto other than Borrower 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 BanksGuarantor Subsidiaries, 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, (vii) that each of the Subsidiary Guarantors unconditionally promises to pay such indebtedness to Bank Parties has the Secured Creditorsrequisite power and authority, or to their orderhas obtained all necessary consents, on demandlicenses and permits, together has taken all necessary action and has complied with any and all expenses applicable laws with which may be incurred by the Agents, the Issuing such Bank or the Banks in collecting any of the indebtedness. The word "indebtedness" Party 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 Bankrequired to comply, in each casecase relating to or affecting the matters and actions contemplated by the Loan Documents, heretofore(viii) that each of the Bank Parties (other than the Arranger) is a national bank, nowstate bank or similar financial institution and is an exempt lender under Article XV of the California Constitution or statutes enacted pursuant thereto and (ix) that the Loan Documents have not been modified, amended, terminated 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 revoked in 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 limitationsrespect, and whether or not such indebtedness may be or hereafter become otherwise unenforceable.remain in full force and effect as of the date hereof. On the basis of the foregoing, and relying thereon, and with the qualifications herein set forth, we are of the opinion that:

The Subsidiary Guaranty. (a) The foregoing documents are hereinafter sometimes collectively called the “Loan Documents.” In order the capacity described above and except as noted in the following paragraph, I have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to induce my satisfaction, of such records and documents of the Banks US Borrower and the Issuing Bank to enter into this Agreement Subsidiary Guarantors, certificates of officers and to extend credit hereunder and in recognition representatives of the direct benefits US Borrower and the Subsidiary Guarantors, certificates of public officials and such other documents as I have deemed appropriate as a basis for the opinions hereinafter set forth. As to be received the factual matters forming a basis of my opinion, whenever an opinion with respect to the existence or absence of facts is qualified by the phrase “to my knowledge” it is intended to indicate that during the course of my representation of the US Borrower and of the Subsidiary Guarantors, as the case may be, no information has come to my attention, and, solely with respect to the opinion given in paragraph 3(b) below, no information has come to my attention after inquiry of those officers and employees of the US Borrower and the Subsidiary Guarantors from the proceeds who could reasonably be expected to have knowledge of the Loans existence or absence of such facts, which would give me reason to question the accuracy of such facts. Except as specifically noted in this paragraph, I have not undertaken any other independent review or investigation to determine the existence or absence of such facts. Without limiting the foregoing, for purposes of my opinion expressed in paragraph 2(b)(iii) and (iv) hereof, I have not made any independent review or investigation of any agreements or instruments to which the issuance US Borrower or any Subsidiary Guarantor is a party or by which the US Borrower or any Subsidiary Guarantor is bound, except that I have reviewed or caused to be reviewed those agreements and instruments listed on Schedule 4 which have been deemed to be “material” by the US Borrower, the UK Borrower and any Subsidiary Guarantor (such agreements and other documents collectively referred to herein as the “Reviewed Agreements”). The standard of materiality used by the Letters of Credit, US Borrower and the Subsidiary Guarantors hereby jointly is those agreements 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 dueinstruments which, whether upon maturityif terminated or canceled for default, by acceleration or otherwise, could reasonably be expected to have or cause a Material Adverse Effect. Furthermore, for purposes of my opinion expressed in paragraph 5 hereof, I have made no examination of plaintiff or defendant indexes in any and all indebtedness of each other Credit Party to the Banksfederal, 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 Creditorsstate, 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 other court or any other Credit Documents tribunal to determine the existence of any suits or under proceedings pending or threatened against the US Borrower or any Interest Rate Protection or Other Hedging Agreement with a BankSubsidiary Guarantor. The opinions set forth herein are limited to the laws of the State of Georgia, the federal laws of the United States of America, the General Corporate Law of the States of Delaware, New York, Illinois and Texas and the Limited Liability Company Act of the State of Delaware. I am admitted to practice law only in the State of Georgia and, in each caseexpressing my opinions herein as to the General Corporate Law of the States of Delaware, heretoforeNew York, nowIllinois and Texas and the Limited Liability Company Act of the State of Delaware, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not I have relied solely upon the published general compilations of the applicable laws of such indebtedness is from time states. Based upon and subject 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 limitationsthe foregoing, and whether or not such indebtedness may be or hereafter become otherwise unenforceable.subject to the qualifications set forth herein, I am of the opinion that: