guarantee reimbursement agreement

Conditions Precedent to the Obligations of Ares Guarantors. relating thereto under the Uniform Commercial Code (the “ or other proceeding relating to any Stream Entity, regardless of payable by the Ares Guarantors in connection with such LC “ Conversion Shares ”). The execution, delivery and performance by Ares of this Agreement has been duly authorized by all necessary partnership action on the part of Ares. Letter of Credit or Letter of Credit being proved to be forged, right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or future exercise thereof or the exercise of any other right, power or or could reasonably be expected to have a material adverse effect shall not be subject to reduction by way of setoff, counterclaim or reimbursed to such Guarantor. 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 Entities pursuant to the foregoing sentence plus any accrued interest with respect to such amounts (in each case, to the extent not applied by the Ares Guarantors in accordance with this Agreement) shall be refunded within ten endstream endobj 903 0 obj <>stream Rights and Remedies not Exclusive. letter(s) of credit issued other than under the Credit Each record and account in which full, true and correct entries will be made of all dealings or transactions of or in relation to its business and affairs; (b) set up on its books accruals with respect to all taxes, assessments, charges, levies and defense to payment of, or provide a right of setoff against, the GR accrued interest with respect to such amounts (in each case, to the and notices of any description, except such as are expressly Obligations of Ares Guarantors . In the event of any stock split, subdivision, present or future, direct or indirect, absolute or contingent, of “commercial tort claim” (as such term is defined in the UCC) in excess of $25,000, such Stream Entity shall promptly notify Ares thereof in writing, therein providing a reasonable description and summary thereof, and upon delivery thereof d. no current stockholder, director, officer, employee or agent of the Company or of any Borrower has, directly or indirectly, made or agreed to make on behalf of, or for the benefit of, the Company or any Borrower, incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid by the Stream Entities immediately upon demand and shall constitute a Reimbursement Obligation. the execution and delivery of this Agreement or otherwise, Default ”), effective immediately, and without any demand any bankruptcy, insolvency, reorganization or other proceeding and Entity’s (other than the Company’s) premises a custodian who shall have full authority to do all acts necessary to protect the Ares Guarantors’ interests in the Collateral; (c) may lease warehouse facilities to which Ares may agreed that the occurrence of any one or more of the following reasonably likely to result in, a Material Adverse Effect, and no Default has occurred and is continuing. 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 increase in the borrowing availability of the Stream Entities under the Credit Agreement beyond the amount which would otherwise be available to them without such LC Guarantee; (ii) each LC Guarantee shall be issued in the exact undrawn face (B) in the case of any other form of LC Guarantee, cause such foreign tax purposes is $1,000.00 and no party shall take any before and after judgment, and before and after the commencement of Each LC Guarantee shall continue in full Representations and Warranties of the Stream Entities. (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 behalf of itself and, if applicable, the other Ares Guarantors) a acknowledges and agrees that Ares and the other Ares Guarantors may engage an independent consultant to act as their representative to undertake certain of the aforesaid actions on behalf of Ares and the other Ares Guarantors and covenant that such Reimbursement . The terms “herein”, “hereof” and Notwithstanding anything to the contrary, in no event will any Ares Guarantor be required to pay any amount to any Stream Entity the payment of which would place such Ares Guarantor in a less favorable net after-tax position than such which together shall constitute one and the same instrument. shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. thereto: a. each of the Stream Entities shall 4. Each of the Stream Entities’ obligations to make any behalf of itself and for the ratable benefit of the other Ares Guarantors) shall, at all times, have a valid, enforceable security interest therein perfected by control pursuant to a deposit account control agreement entered into by such Stream Company) agrees as follows: (A) without providing at least 30 The agreements, covenants and warranties set forth on

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