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. Subject to Section 12 hereof, each of the Subsidiary Guarantors hereby jointly and severally, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise, and at all times thereafter), of all obligations (monetary or otherwise) of the Borrower to each of the Administrative Agent and each Lender under or in connection with the Credit Agreement, the Notes, any other Loan Document and any other document or instrument executed in connection therewith, and all Hedging Obligations of the Borrower to any Lender or any Affiliate of a Lender, in each case, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due; provided that no Subsidiary Guarantor shall become so liable with respect to Hedging Obligations hereunder in a manner that otherwise violates any covenant under the Credit Agreement or otherwise causes a Default under the Credit Agreement (all of the foregoing, subject to the provisions of Section 12 hereof, being referred to collectively as the "Guaranteed Obligations"). Upon failure by the Borrower to pay punctually any such amount and the expiration of any applicable grace periods, each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Credit Agreement, any Note or the relevant Loan Document, as the case may be. This Subsidiary Guaranty is a guaranty of payment and not of collection.
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. (3) The documents furnished by each Loan Party pursuant to Section 3.01 of the Credit Agreement.
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. 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 foregoing documents are hereinafter sometimes collectively called the “Loan Documents.” In 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 my satisfaction, of such records and documents of the US Borrower and the Subsidiary Guarantors, certificates of officers and representatives of the 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 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 who could reasonably be expected to have knowledge of the 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 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 US Borrower and the Subsidiary Guarantors is those agreements and instruments which, if 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 paragra...
The Subsidiary Guaranty. The Borrower Pledge Agreement; The Subsidiary Pledge Agreement dated the date hereof executed by Xxxxxxxx Xxxx Services, Inc. (“Services”) 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 us in final form prior to the 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 transactions contemplated thereby. The documents listed in clauses (A) through (D) above are referred to 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 any facts material to our opinions, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon statements of public officials and officers or other representatives of the Company and on the representations and warranties set forth in the 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 officers of the Loan Parties with respect to the Transaction Documents), the authenticity of all documents submitted to us as originals, and the 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 Transaction Documents. Based upon the foregoing, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, it is our opinion that:
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. We have been furnished with, and with Lenders' consent have relied upon, certificates of officers of Company with respect to certain factual matters, copies of which have been delivered to Lenders. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary, copies of which have been delivered to Lenders. In all such examinations, we have assumed the genuineness of all signatures on original and certified documents, and the conformity to original or certified documents of all documents submitted to us as conformed or photostatic copies. We have investigated such questions of law for the purpose of rendering this opinion as we have deemed necessary. We are opining herein as to the effect on the subject transactions of only United States Federal law, the General Corporation Law of the State of Delaware, and the laws of the State of New York. On the basis of the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth below, we are of the opinion that: