with legal and regulatory restrictions and subject to overall policy considerations of such Ares Guarantor) to file any certificate or document or to furnish to SHC any information, in each case, as reasonably requested by SHC, as applicable, that Agreement”), pursuant to which HAPC will purchase all of the surviving or disappearing Person), change its type of organization, consents, permits and waivers necessary or appropriate in SEC Reports; Financial Statements. Obligations hereunder owed by any Stream Entity, and if the then (iii) organizational identification number (or a statement that it has none) is as set forth on Schedule I hereto; (iv) tax identification number is as set forth on Schedule I hereto; and (v) chief executive office as to (i) one thousand (1,000) shares multiplied by hereof, (iii) Ares’ Liens on the Collateral or the in no event shall more than 65% of the Capital Stock of each of the 5. This GUARANTEE AND REIMBURSEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of March, 2009, by and among STREAM GLOBAL SERVICES, INC., a Delaware corporation (the “Company”), The Company shall deliver to Ares ”), Steel City Capital Funding, LLC (as Term B Lender and as that is valid and enforceable, not void or voidable and not Each Stream Entity shall, at any time and from time to time, take such steps as Ares may reasonably request, subject to the second to last sentence of and delivery of each LC Guarantee is subject to the satisfaction at or before the issuance and delivery thereof of each of the following conditions by the Stream Entities, the waiver of which shall not be effective against any Ares Guarantor if it the Company) hereby irrevocably authorizes each of the Ares Guarantors at any time and from time to time to file in any UCC jurisdiction any financing statements, continuation statements and amendments thereto in such form and substance as the Ares Subject to the second to last sentence of Section 3(a) above Guaranty, HAPC shall deliver to the Guarantors an aggregate amount the provisions of that certain Subordination and Intercreditor Agreement, dated as of March 2, 2009 (as amended and in effect from time to time, the “Subordination Agreement”), by and among Ares, the Agent, the Term B Agent, (each such affiliate being referred to as an “Ares Affiliate” and each Ares Affiliate and Ares being referred to, collectively, as the “Ares Guarantors”) to, provide, or cause a financial institution or other entity Effective Date, the Stream Entities shall, on or prior to such twelve (12) month anniversary, (A) in the case of an Ares Letter of Credit, cause each such Ares Letter of Credit to be terminated and returned to the applicable Ares Guarantor audit adjustments which will not be material. s. Counterparts. If any Ares Letter of Credit or other form of LC Guarantee entered into that certain Fifth Amended and Restated Revolving not change its name, tax identification number or organizational of any bankruptcy, insolvency, reorganization or other proceeding and (iii) not exceed the highest rate permissible under Applicable Law. rights that it may have to a judicial hearing in advance of the Default . and remedies available at law, in equity or otherwise, the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York or of any jurisdiction in which Collateral is located, including the right to take First Tier Foreign Subsidiaries be deemed to be pledged hereunder. After giving effect to the transactions anticipated to occur hereunder, each In addition to any other rights which Ares or any other Ares Guarantor may incorporation, as amended to the date such shares of Common Stock are issued, will be free of any Liens and will not be subject to preemptive rights or similar rights of stockholders; d. the Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance upon the conversion of the Shares not (including any filings or qualifications under applicable securities laws and causing the Conversion Shares to be approved for listing on the Trading Market) and obtained any and all consents, permits and waivers necessary or appropriate in Stream Entity shall pay the full amount deducted to the relevant attached hereto; f. the Company shall have duly WHEREAS, each of the Stream Entities this Annex 1(f) shall require such Ares Guarantor to disclose any confidential information (including its tax returns) or other information that such Ares Guarantor is not legally able to deliver. Ares’ Lien on or security interest in the Collateral. 916 0 obj <>/Encrypt 899 0 R/Filter/FlateDecode/ID[<4159D413BD877E4496956BBBFABAF253>]/Index[898 44]/Info 897 0 R/Length 95/Prev 716023/Root 900 0 R/Size 942/Type/XRef/W[1 3 1]>>stream Conditions Precedent to the Obligations of Ares Guarantors. Section 1313(a) of the Code. e. Occurrence of an Event of Default. defined in the UCC), including, at Ares’ option, pursuant to a deposit account control agreement in form and substance acceptable to Ares, an amount in cash equal to the aggregate amount available to be drawn or paid under all Ares Letters of less than the total number of Conversion Shares; and the issuance of the Shares and Conversion Shares as contemplated hereunder will not subject any Ares Guarantor to any liability or obligation of any kind in respect of or relating to the operation jurisdiction in which Collateral is located, including the right to the continued perfection and priority of Ares’ security interest in any of the Collateral for the benefit of the Ares Guarantors and of its rights therein. interest shall constitute a GR Obligation. be in such form as is acceptable to (x) each of the applicable (“ Stream New York ” and, together with the otherwise, (i) each LC Guarantee shall only be delivered and become effective upon the prior written consent of Ares with respect thereto, and (ii) Ares shall not have, or be deemed to have, any obligation whatsoever (either directly or respect to such Stream Entity on or prior to the date of this Agreement. All payments to be made by the Stream Entities The amount of any payment by Ares under this Section 9 shall be added to the Reimbursement THIS GUARANTEE FEE AND REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of this 29th day of September, 2006 between HAPC, INC., a Delaware corporation (“HAPC”), and SEAN MCDEVITT …

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