TABLE OF CONTENTS - cont. 2 3 7.20 Notice of Amendment 38 4 7.21 No Waiver of Rights 38 5 7.22 Ongoing Services 38 6 7.23 Overpayments 38 7 7.24 Ownership of Materials 39 8 7.25 Performance 39 9 7.26 Resolution of Disputes 39 10 7.27 Severability and Conformity 39 11 7.28 Single Audit Act 39 12 7.29 Subcontracts 40 13 7.30 Survivability 41 14 7.31 Treatment of Individual’s Property 42 15 7.32 Warranties 42 16 7.33 Contract Certification 42 17
TABLE OF CONTENTS - cont. 3 3.4 Payment 21 4 3.5 Submission of Claims 21 5 3.6 Coordination 22 7 ARTICLE FOUR - TERM AND TERMINATION 23 8 4.1 Term 23 9 4.2 Termination Without Cause 23 10 4.3 Termination with Cause 23 11 4.4 Immediate Termination 23 12 4.5 Termination Due to Change in Funding 23 13 4.6 Termination Notification to Individuals 25
TABLE OF CONTENTS - cont. SECTION 21 EMINENT DOMAIN SECTION 22 SUBORDINATION TO MORTGAGES AND DEEDS SECTION 23 WAIVER SECTION 24 SUBROGATION SECTION 25 PLATS AND RIDERS SECTION 26 SALE BY LANDLORD SECTION 27 RIGHT OF LANDLORD TO PERFORM SECTION 28 ATTORNEY’S FEES SECTION 29 ESTOPPEL CERTIFICATE SECTION 30 NOTICE SECTION 31 RIGHTS RESERVED SECTION 32 REAL ESTATE BROKER SECTION 33 MISCELLANEOUS PROVISIONS SECTION 34 SUCCESSORS AND ASSIGNS SECTION 35 QUIET ENJOYMENT SECTION 36 RECORDING SECTION 37 RIGHT OF FIRST REFUSAL SECTION 38 OPTION TO EXTEND SECTION 39 SECURITY DEPOSIT SECTION 40 PARKING
TABLE OF CONTENTS - cont. 7.16 INDEPENDENT CONTRACTOR FOR NORTH SOUND BH-ASO 34 7.17 INSURANCE 34 7.18 INTEGRATION 35 7.19 MAINTENANCE OF RECORDS 35 7.20 NOTICE OF AMENDMENT 36 7.21 NO WAIVER OF RIGHTS 36 7.22 ONGOING SERVICES 36 7.23 OVERPAYMENTS 36 7.24 OWNERSHIP OF MATERIALS 36 7.25 PERFORMANCE 37 7.26 RESOLUTION OF DISPUTES 37 7.27 SEVERABILITY AND CONFORMITY 37 7.28 SINGLE AUDIT ACT 37 7.29 SUBCONTRACTS 38 7.30 SURVIVABILITY 40 7.31 TREATMENT OF INDIVIDUAL’S PROPERTY 40 7.32 WARRANTIES 40 7.33 CONTRACT CERTIFICATION 40 EXHIBITS
TABLE OF CONTENTS - cont. Page Section 5.12 Termination; Release of Guarantors 13 Section 5.13 Conflict 13 AMENDED AND RESTATED GUARANTY dated as of June 13, 2008 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among WorldSpace Systems Corporation, a Delaware corporation, AfriSpace, Inc., a Maryland corporation, Asia Space Limited, a company incorporated under the laws of Australia and WorldSpace Satellite Company, a company incorporated under the laws of the British Virgin Islands (the “Guarantors”), and The Bank of New York (“Bank of New York”), as Collateral Agent for the benefit of the Holders referred to herein. In connection with the transactions (the “Redemption and Exchange Transaction”) contemplated by that certain Amendment, Redemption and Exchange Agreement, dated as of June 1, 2007 (the “Exchange Agreement”), among WorldSpace, Inc. (the “Borrower”) and the Holders, the Holders have agreed to exchange $45,000,000 principal amount of Existing Notes (as such term is defined in the Exchange Agreement) for first lien bridge notes (the “Bridge Notes”) in the aggregate principal amount of $45,000,000. To induce the Holders to enter into the Exchange Agreement, the Bridge Notes and the Security Agreement, dated as of June 1, 2007, among the Collateral Agent, the Borrower, the Guarantors and the Holders (collectively, the “Bridge Loan Documents”), the Guarantors provided a joint and several guaranty of all obligations of the Borrower under and in respect of the Bridge Loan Documents. In connection with the transactions (the “2008 Exchange Transaction”) contemplated by that certain Amendment and Exchange Agreement, dated as of June 13, 2008 (the “Amendment and Exchange Agreement”), the Borrower, the Guarantors and the Holders, each of the Holders agreed to exchange all of the Holder’s Bridge Notes for secured notes (the “Amended and Restated Bridge Notes”). Terms used by not otherwise defined herein that are defined in the Amended and Restated Bridge Notes shall have the meanings given to them in the Amended and Restated Bridge Notes.
TABLE OF CONTENTS - cont. Page 11.1 Landlord’s Consent Required 16 11.2 Additional Provisions Regarding Assignment and Subletting 16
TABLE OF CONTENTS - cont. 2 PARAGRAPH PAGE 3 XXXIV. Suspension and Debarment 34 4 XXXV. Xxxx Anti-Lobbying Amendment 34 5 XXXVI. Procurement of Recovered Materials 35 6 XXXVII. Access to Records 35
TABLE OF CONTENTS - cont. Page Section 7.03 Benefit of Agreement 36 Section 7.04 No Waivers; Non-Exclusive Remedies 36 Section 7.05 Amendments and Waivers 36 Section 7.06 Governing Law; Submission to Jurisdiction 36 Section 7.07 Limitation of Law; Severability 37 Section 7.08 Counterparts; Integration; Effectiveness 37 Section 7.09 WAIVER OF JURY TRIAL 37 Section 7.10 Termination 37 Schedules: Schedule 1.01 – Permitted Liens Schedule 4.01 – Subsidiaries Schedule 4.04(a) – Financial Debt Schedule 4.04(g) – Burdensome Agreements Exhibits: Exhibit A – Compliance Certificate This Guaranty Agreement (this “Agreement”) dated as of November 15, 2013 by THE HANOVER INSURANCE GROUP, INC., a Delaware Corporation (the “Guarantor”), LLOYDS BANK PLC, as Facility Agent for itself and on behalf of the Finance Parties (the “Facility Agent”) and LLOYDS BANK PLC, as Security Agent on behalf of the Overdraft Provider (the “Security Agent”).
TABLE OF CONTENTS - cont. Schedule 6.1(b) – Non-Disclosure Agreements; Non-Competition Agreements Schedule 8.15 – Allocation of Purchase Price Asset Purchase Agreement This Asset Purchase Agreement (this “Agreement) is entered into as of this 17th day of August, 2005, by and between Parlex Corporation (“Seller”), a corporation organized under the laws of the Commonwealth of Massachusetts and having a principal place of business at One Parlex Place, Methuen, Massachusetts, and Amphenol Corporation (“Buyer”), a corporation organized under the laws of the State of Delaware and having a principal place of business at 300 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxx.
TABLE OF CONTENTS - cont. Page Section 6.02 Remedies upon Event of Default 17 Section 6.03 Securities Act; Registration Rights 18 Section 6.04 Other Rights of the Collateral Agent 20 Section 6.05 Limitation on Duty of Collateral Agent in Respect of Collateral 20 Section 6.06 Waiver and Estoppel 20 Section 6.07 Application of Proceeds 21 ARTICLE VII
