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GUARANTY

Guarantee Agreement

GUARANTY | Document Parties: ACCESS WORLDWIDE COMMUNICATIONS INC | CAPITALSOURCE FINANCE LLC | SHAWKAT RASLAN You are currently viewing:
This Guarantee Agreement involves

ACCESS WORLDWIDE COMMUNICATIONS INC | CAPITALSOURCE FINANCE LLC | SHAWKAT RASLAN

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Title: GUARANTY
Governing Law: Maryland     Date: 5/22/2006
Industry: Business Services    

GUARANTY, Parties: access worldwide communications inc , capitalsource finance llc , shawkat raslan
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Exhibit 10.(eeeee)

GUARANTY

THIS GUARANTY (this “Guaranty” ) is made as of May 18, 2006 by SHAWKAT RASLAN, residing at 977 King Street, Greenwich, CT 06831 (“ Guarantor ”), to and for the benefit of CAPITALSOURCE FINANCE LLC , a Delaware limited liability company, for itself as Lender and as agent to each and every Lender under the Credit Agreement described below (“ Lender ”).

WHEREAS , Access Worldwide Communications, Inc., Ash Creek, Inc., AWWC New Jersey Holdings, Inc., Telemanagement Services, Inc. and TLM Holdings Corp. (individually and collectively, the “Borrower” ) and Lender are parties to that certain Revolving Credit, Term Loan and Security Agreement, dated as of June 10, 2003 (as amended, supplemented or modified from time to time, the “ Credit Agreement ”), pursuant to which Borrower has agreed to borrow from Lender, and Lender has agreed to lend to Borrower, certain amounts pursuant to the Revolving Facility and Term Loan (each as defined in the Credit Agreement), all in accordance with and subject to the terms and conditions set forth in the Credit Agreement, which borrowings are evidenced by the Loan Documents (as defined in the Credit Agreement);

WHEREAS , Borrower wishes to enter into a Sixth Amendment to Revolving Credit, Term Loan and Security Agreement with Lender (“Amendment”) pursuant to which Borrower is requesting additional financing accommodations from Lender;

WHEREAS , as a condition precedent to the obligation of Lender to execute and deliver and perform under the Amendment and the other Loan Documents and to make the Loans and Advances (each as defined in the Credit Agreement) pursuant to the Amendment and Credit Agreement, Guarantor is required, and has agreed, to execute and deliver this Guaranty;

WHEREAS , Lender is willing to execute, deliver and perform under the Amendment, Credit Agreement and the other Loan Documents and to make the Loans and Advances available only upon the condition that Guarantor execute and deliver to Lender this Guaranty and that Guarantor agrees to perform and to comply with his obligations under this Guaranty;

WHEREAS , Guarantor is the CEO of Access Worldwide Communications, Inc. and a shareholder and will receive a direct benefit from the making of the Loans to Borrower pursuant to the Amendment.

NOW, THEREFORE , in consideration of the foregoing and of the covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, and as an inducement for Lender to enter into the Amendment and the other Loan Documents, Guarantor, intending to be legally bound hereby, agrees as follows:

1. All capitalized terms used in this Guaranty and not defined herein shall have the defined meanings provided in the Credit Agreement. Whenever the context so requires, each reference to gender includes the masculine and feminine, the singular number includes the plural and vice versa. The words “hereof” “herein” and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and references to section, article, annex, schedule, exhibit and like references are references to this Guaranty unless otherwise specified. A Default or Event of Default shall “continue” or be “continuing” until such Default or Event of Default has been cured or waived by Lender. References in this Guaranty to any Person shall include such Person and its successors and permitted assigns.


2. Guarantor unconditionally and absolutely guarantees (i) the due and punctual payment and performance when due of the Obligations, including without limitation, the principal of the Loans and Advances and the interest thereon and any and all other monies and amounts due or which may become due on or with respect to any of the foregoing, and the due and punctual performance and observance by Borrower of all of the other terms, covenants, agreements and conditions of the Amendment and the other Loan Documents, in any case whether according to the present terms thereof, at any earlier or accelerated date or dates or pursuant to any extension of time or to any change in the terms, covenants, agreements and conditions thereof now or at any time hereafter made or granted, (ii) all liabilities and obligations of Guarantor hereunder, and (iii) all costs, expenses and liabilities (including, without limitation, reasonable attorneys fees and expenses, documentation and diligence fees and legal expenses, and search, audit, recording, professional and filing fees and expenses) that may be incurred or advanced by Lender in any way in connection with the foregoing and/or otherwise required to be paid by Guarantor hereunder (collectively, such items in clauses (i) through (iii) being the “Guaranteed Obligations” ). Guarantor acknowledges that this Guaranty shall be deemed a continuing guaranty of the Guaranteed Obligations under the Amendment and the other Loan Documents.

3. The obligations of Guarantor hereunder shall not in any way be affected by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, Lien or other security interest or security for any of the Guaranteed Obligations or of the value, genuineness, validity or enforceability of the Collateral or any of the Guaranteed Obligations.

4. Guarantor hereby represents and warrants to Lender (which representations and warranties shall survive the execution and delivery of this Guaranty and the making of Loans and Advances under the Amendment and Credit Agreement) that: (A) Guarantor is an individual citizen of the United States residing at 977 King Street, Greenwich, CT 06831; (B) Guarantor has all requisite power and authority and full legal capacity to execute, deliver and perform this Guaranty and other Loan Documents to which he is a party, and (ii) to consummate the transactions contemplated hereunder and under the other Loan Documents to which he is a party, and Guarantor is under no legal restriction, limitation or disability that would prevent Guarantor from doing any of the foregoing; (C) this Guaranty and the other Loan Documents to which he is a party have been duly executed and delivered by Guarantor and constitute the legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity); (D) the execution, delivery and performance by Guarantor of this Guaranty and the other Loan Documents to which he is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary actions on the part of Guarantor (none of which actions have been modified or rescinded and all of which are in full force and effect) and do not and will not (1) conflict with or violate any provision of any applicable law, statute, rule, regulation, ordinance, license or tariff or any judgment, decree or order of any court or other Governmental Authority binding on or applicable to Guarantor or any of his properties or assets, (2) conflict with, result in a breach of, constitute a default of or an event of default under, or an event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, require any consent not obtained under, or result in or require the acceleration of any indebtedness pursuant to, any indenture, agreement or other instrument to which Guarantor is a party or by which Guarantor or any of Guarantor’s properties or assets are bound or subject; or (3) result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of Guarantor, except those contemplated hereunder or under the other Loan Documents; (E) Guarantor is not (1) a party or subject to any judgment, order or decree or any agreement, document or instrument or subject to any restriction, any of which do or would adversely affect or prevent Guarantor’s ability to execute or deliver, perform under, consummate the transactions contemplated by, or

 

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observe the covenants and agreements contained in, this Guaranty or the other Loan Documents to which he is a party, or to pay the Guaranteed Obligations; or (2) in default or breach of the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which he is a party or by which he or any of his properties or assets is or are bound or subject, which default or breach, if not remedied within any applicable grace period or cure period, could reasonably be expected to have or result in a Material Adverse Effect or Material Adverse Change, nor is there any event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period, could reasonably be expected to have or result in a Material Adverse Effect or Material Adverse Change; (F) Guarantor is in compliance with all laws, statutes, rules, regulations, ordinances and tariffs of any Governmental Authority with respect or applicable to him and/or his assets and properties and is not in violation of any order, judgment or decree of any court or other Governmental Authority or arbitration board or tribunal, in each case except where noncompliance or violation could not reasonably be expected to have or result in a Material Adverse Effect, and there is no event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in any noncompliance with, or any violation of, any of the foregoing, in each case except where noncompliance or violation could not reasonably be expected to have or result in a Material Adverse Effect; (G) there is no action, suit, proceeding or investigation pending or, to Guarantor’s knowledge, threatened, before or by any court, arbitrator or Governmental Authority (1) against or affecting the Collateral, Guarantor, this Guaranty or the other Loan Documents to which Guarantor is a party or the transactions contemplated hereby or thereby, (2) that questions or could prevent the validity of this Guaranty or the other Loan Documents to which Guarantor is a party or the right or ability of Guarantor to execute or delivery this Guaranty or such other documents or to consummate the transactions contemplated hereby and thereby; (3) that could reasonably be expected to have or result in, either individually or in the aggregate, any Material Adverse Change or Material Adverse Effect, or (4) that could reasonably be expected to result in any Change of Control, nor is Guarantor aware that there is any basis for the foregoing; (H) the execution, delivery and performance of and consummation of the transactions contemplated by this Guaranty and other Loan Documents to which Guarantor is a party do not require any consent, approval or authorization of, or filing, registration or qualification which has not been obtained with, any Governmental Authority or any other Person; (I) Guarantor is not a party to and has not entered into any agreement, document or instrument that conflicts with this Guaranty or that otherwise relates to the Guaranteed Obligations (other than the Loan Documents to which he is a party); (J) the obligations of Guarantor under this Guaranty are not subordinated in any way to any other obligation of Guarantor or to the rights of any other Person; (K) no representation or warranty made by Guarantor in this Guaranty or in any other Loan Document contains any untrue statement of material fact or omits to state any fact necessary to make the statements herein or therein not materially misleading, and there is no fact known to Guarantor which Guarantor has not disclosed to Lender in writing which could reasonably be expected to have or result in a Material Adverse Effect. The foregoing representations and warranties are made with the knowledge and intention that Lender is relying and will rely thereon, and such representations and warranties shall survive the execution and delivery of this Guaranty.

5. Guarantor hereby waives demand, setoff, counterclaim, presentment, protest, notice of dishonor or non-payment, as well as all defenses with respect to any and all instruments, notice of acceptance hereof, notice of Loans or Advances made, credit extended, collateral received or delivered, or any other action taken by Lender in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein, it being the intention hereof that Guarantor shall remain liable as a principal until the full amount of all Guaranteed Obligations shall have been indefeasibly paid in full in cash and performed and satisfied in full and the Credit Agreement terminated, notwithstanding any act, omission or anything else which might otherwise operate as a legal or equitable discharge of Guarantor. The pleading of any statute of limitations as a defense to any demand against Guarantor hereunder and/or under any other Loan Document is expressly waived by Guarantor.

 

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6. Guarantor acknowledges and agrees that its obligations as a Guarantor shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of Borrower or any other guarantor of the Guaranteed Obligations or any other Person or its or their respective estates in bankruptcy resulting from the operation of any present or future provision of the bankruptcy laws or other similar statute, or from the decision of any court.

7. Guarantor acknowledges and agrees that Lender shall have the full right and power, in its sole discretion and without any notice to or consent from Guarantor and without affecting or discharging, in whole or in part, the liability of Guarantor hereunder to deal in any manner with the Guaranteed Obligations and any security or guaranties therefor, including, without limitation, to (A) release, extend, renew, accelerate, compromise or substitute and administer the Guaranteed Obligations and other obligations under the Loan Documents in any manner it sees fit, (B) release any or all collateral for the Guaranteed Obligations, (C) release any guarantor of the Guaranteed Obligations, (D) extend the time for payment of the Guaranteed Obligations or any part thereof, (E) change the interest rate on the Guaranteed Obligations under the Credit Agreement, (F) reduce or increase the outstanding principal amount of the Guaranteed Obligations under the Credit Agreement, (G) make any change, amendment or modification whatsoever to the terms or conditions of the Loan Documents, (H) extend, in whole or in part, on one or any number of occasions, the time for the payment of any principal or interest or any other amount pursuant to the Credit Agreement or for the performance of any term or condition of the Loan Documents, (I) settle, compromise, release, substitute, impair, enforce or exercise, or fail or refuse to enforce or exercise, any claims, rights, or remedies, of any kind or nature, which Lender may at any time have against Borrower or any other guarantor of the Guaranteed Obligations or any other Person, or with respect to any security interest of any kind held by Lender at any time, whether under any Loan Document or otherwise, (J) release or substitute any security interest of any kind held by Lender at any time, (K) collect and retain or liquidate any collateral subject to such security interest, (L) make advances for the purpose of performing any term or covenant contained in the Loan Documents with respect to which Borrower or any other guarantor of the Guaranteed Obligations is in default, (M) foreclose on any of the Collateral, (N) grant waivers or indulgences, (O) obtain any additional guarantors, (P) take a deed in lieu of foreclosure, and/or (Q) take or fail to take any other action whatsoever with respect to the Guaranteed Obligations. Guarantor hereby waives and agrees not to assert against Lender any rights which a guarantor or surety could exercise. Notwithstanding any other provision of this Guaranty or any other Loan Document, Guarantor agrees that Lender has no duties of any nature whatsoever to any Guarantor, whether express or implied, by virtue of this Guaranty, or any other Loan Document, operation of law or otherwise.

8. Guarantor agrees that his obligations hereunder are independent of the obligati


 
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