Contract analysis

Section 1.01 — Defined Terms As used in this Guaranty, the following terms shall have the meanings set forth below: "Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time, and any successor statute thereto. "Borrower" means Stonefield Logistics Group Inc., a Delaware corporation, with its principal office at 4800 Commerce Parkway, Suite 1200, Fort Worth, Tex

Section 1.02 — Interpretation; Rules of Construction Unless the context otherwise requires: (a) Terms used but not defined herein shall have the meanings assigned to such terms in the Mezzanine Credit Agreement. (b) Terms defined in the UCC and not otherwise defined herein or in the Mezzanine Credit Agreement shall have the meanings assigned to them in the UCC to the extent applicable. (c) References herein to any Ar

Section 1.03 — Mezzanine Credit Agreement Controls In the event of any conflict or inconsistency between the terms and provisions of this Guaranty and the terms and provisions of the Mezzanine Credit Agreement, the terms and provisions of the Mezzanine Credit Agreement shall control and govern; provided, however, that the foregoing shall not apply with respect to any provision of this Guaranty that is expressly state

Section 2.01 — Guaranty of the Guaranteed Obligations Each Guarantor hereby, jointly and severally, unconditionally and irrevocably guarantees to the Mezzanine Lender the full and punctual payment when due (whether at stated maturity, upon acceleration, upon mandatory prepayment, or otherwise) and performance of all Guaranteed Obligations. This Guaranty constitutes a guaranty of payment and performance and not merely

Section 2.02 — Guaranty Absolute and Unconditional The obligations of each Guarantor under this Guaranty are absolute, unconditional, and irrevocable, irrespective of the value, genuineness, validity, regularity, or enforceability of any of the Guaranteed Obligations or any Mezzanine Loan Document, and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or

Section 2.03 — Continuing Guaranty; Reinstatement This Guaranty is a continuing guaranty and shall apply to all Guaranteed Obligations whenever arising, whether now existing or hereafter incurred. This Guaranty shall remain in full force and effect until Payment in Full of the Guaranteed Obligations. Each Guarantor acknowledges that the Mezzanine Lender may continue to make the Mezzanine Loan and other extensions of

Section 2.04 — Payment by Guarantors If the Borrower shall fail to pay any Guaranteed Obligation when and as the same shall become due and payable, whether at stated maturity, upon acceleration, upon mandatory prepayment, or otherwise, each Guarantor shall, upon written demand by the Mezzanine Lender (which demand need not be accompanied by any statement of the amount due, the basis for the demand, or any other infor

Section 2.05 — No Discharge or Diminishment of Guaranty The obligations of each Guarantor under this Guaranty shall not be discharged, diminished, or otherwise affected by any of the following, and this Guaranty shall continue to be effective, or be reinstated, as the case may be, as to each of the following: (a) any extension, renewal, settlement, compromise, waiver, or release in respect of any Guaranteed Obligatio

Section 2.06 — Subordination of Subrogation and Contribution Rights Until Payment in Full of all Guaranteed Obligations, each Guarantor hereby irrevocably waives and agrees not to exercise any claim, right, or remedy, direct or indirect, that such Guarantor now has or may hereafter acquire against the Borrower or any other Guarantor that arises from the existence, payment, performance, or enforcement of such Guaranto

Section 2.07 — Waivers Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this Guaranty by the Mezzanine Lender; (b) notice of the creation, renewal, extension, modification, or accrual of any Guaranteed Obligation or of the reliance by the Mezzanine Lender upon this Guaranty; (c) notice of any adverse change in the financial condition of the Borro

Section 2.08 — Limitation on Guarantor Liability (Savings Clause) Notwithstanding any provision of this Guaranty to the contrary, the obligations of each Guarantor under this Guaranty shall be limited to the maximum amount that would not render such Guarantor's obligations hereunder voidable or avoidable under applicable law, including, without limitation, Sections 544, 548, and 550 of the Bankruptcy Code and the com

Section 2.09 — Acceleration If any Guaranteed Obligation is accelerated pursuant to the terms of the Mezzanine Credit Agreement (subject in all respects to the standstill, payment blockage, and other provisions of the Intercreditor Agreement), each Guarantor shall immediately, without further notice or demand, pay or cause to be paid to the Mezzanine Lender the full amount of the accelerated Guaranteed Obligations, i

Section 2.10 — Intercreditor Agreement Subordination Notwithstanding any provision of this Guaranty to the contrary, the rights and remedies of the Mezzanine Lender under this Guaranty are, and shall at all times be, subject to the terms and conditions of the Intercreditor Agreement. Without limiting the generality of the foregoing: (a) Enforcement Standstill. The Mezzanine Lender shall not exercise any right or reme

ARTICLE III — REPRESENTATIONS AND WARRANTIES Each Guarantor hereby represents and warrants to the Mezzanine Lender as of the date hereof and as of the date of funding of the Mezzanine Loan as follows:

Section 3.01 — Organization and Good Standing Each Guarantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, as set forth below: (a) Cascade Ridge SLG Holdings, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware; (b) Stonefield Intermodal Services, Inc. is a corporation duly org

Section 3.02 — Power and Authority Each Guarantor has the corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform this Guaranty and to consummate the transactions contemplated hereby. Each Guarantor has the corporate, limited liability company, or other organizational power and authority to own, lease, and operate its properties and to carry on its business a

Section 3.03 — Due Authorization; Execution; Enforceability The execution, delivery, and performance of this Guaranty by each Guarantor have been duly authorized by all necessary corporate, member, manager, or other organizational action on the part of such Guarantor. No further approval, consent, authorization, or other action by, or notice to or filing with, any person (including any equityholder, board of director

Section 3.04 — No Conflicts The execution, delivery, and performance of this Guaranty by each Guarantor do not and will not: (a) conflict with, result in a breach of, or constitute a default under, the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, or other organizational documents of such Guarantor; (b) conflict with, or result in a breach or

Section 3.05 — Governmental Consents and Approvals No governmental authorization, consent, approval, license, permit, exemption, or filing or registration with any governmental authority is required in connection with the execution, delivery, or performance of this Guaranty by any Guarantor, or the consummation of the transactions contemplated hereby, except for: (a) UCC-1 financing statement filings with the Secreta

Section 3.06 — Litigation There is no pending or, to the knowledge of each Guarantor, threatened action, suit, investigation, arbitration, or proceeding before or by any governmental authority or arbitral body that (a) could reasonably be expected to have a Material Adverse Effect, or (b) challenges the validity or enforceability of this Guaranty or any other Mezzanine Loan Document, or questions the right or authori

Section 3.07 — Solvency After giving effect to the consummation of the transactions contemplated by the Mezzanine Credit Agreement, including the making of the Mezzanine Loan, the incurrence of the obligations under this Guaranty, and the application of the proceeds of the Mezzanine Loan: (a) each Guarantor is Solvent, meaning that (i) the fair saleable value of the assets of such Guarantor exceeds the amount of its

Section 3.08 — Benefit Each Guarantor acknowledges and represents that it will derive substantial direct and indirect benefit from the making of the Mezzanine Loan and the other extensions of credit under the Mezzanine Credit Agreement, and that this Guaranty is given in consideration of such benefit. Without limiting the generality of the foregoing: (a) Cascade Ridge SLG Holdings, LLC, as the direct parent and holde

Section 3.09 — Information All written information (including financial statements, projections, and other data) provided by or on behalf of each Guarantor to the Mezzanine Lender in connection with this Guaranty, the Mezzanine Credit Agreement, and the other Mezzanine Loan Documents was, at the time so provided and as of the date hereof, true, correct, and complete in all material respects, and did not and does not

Section 4.01 — Affirmative Covenants Each Guarantor hereby covenants and agrees that, for so long as any Guaranteed Obligations remain outstanding (or any commitment of the Mezzanine Lender under the Mezzanine Credit Agreement remains in effect), each Guarantor shall: (a) Existence. Preserve, renew, and maintain in full force and effect its legal existence and its good standing under the laws of its jurisdiction of o

Section 4.02 — Negative Covenants Each Guarantor hereby covenants and agrees that, for so long as any Guaranteed Obligations remain outstanding (or any commitment of the Mezzanine Lender under the Mezzanine Credit Agreement remains in effect), each Guarantor shall not, without the prior written consent of the Mezzanine Lender: (a) Merger; Consolidation; Dissolution. Merge with or into, or consolidate with, any other

Section 4.03 — Financial Covenants (by Incorporation) Each Guarantor hereby acknowledges and agrees that the Borrower and each Guarantor are required to comply, on a consolidated basis, with the financial covenants set forth in the Mezzanine Credit Agreement, which financial covenants are incorporated herein by reference as if fully set forth herein. As of the date hereof, such financial covenants include, without li