Escrow Corp is hereby expressly discharged from all obligations and covenants under the Indenture and the Securities.
Escrow Corp and Revlon have not, as of the date hereof, entered into, nor shall they, on or after the date hereof, enter into, any agreement with respect to their securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.
Escrow Corp shall provide a copy of this Agreement to prospective purchasers of the Notes identified to them by the Initial Purchasers upon request. Please confirm that the foregoing correctly sets forth the agreement between the Issuer and Revlon and you. Very truly yours, REVLON ESCROW CORP. by /s/ Xxxxxx Xxxxx --------------------------------- Name: Xxxxxx Xxxxx Title: Vice President and Treasurer REVLON CONSUMER PRODUCTS CORPORATION by /s/ Xxxxx X. Xxxxxxx --------------------------------- Name: Xxxxx X. Xxxxxxx Title: Senior Vice President, Corporate Finance and Investor Relations CONFIRMED AND ACCEPTED as of the date first above written: BEAR, XXXXXXX & CO. INC. by /s/ Xxxx Xxxxxxxxx --------------------------------- Name: Xxxx Xxxxxxxxx Title: Senior Managing Director XXXXXX BROTHERS INC. by /s/ Xxxxxx Xxxxxxx --------------------------------- Name: Xxxxxx Xxxxxxx Title: Managing Director ANNEX A TO REGISTRATION AGREEMENT Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the 1933 Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for the Notes where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution". ANNEX B TO REGISTRATION AGREEMENT Each broker-dealer that receives Exchange Notes for its own account in exchange for the Notes, where such Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution".
Escrow Corp and the Company have agreed, for the benefit of the holders of Notes and the Trustee, that the Deposit (as defined below) will be made on the date of this Agreement and that thereafter the Escrow Property (as defined below) will only be withdrawn as provided in Section 2.3. In consideration of the promises and agreements of Escrow Corp. and the Company and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Escrow Corp., the Company, the Trustee, the Financial Institution and the Escrow Agent agree as follows:
Escrow Corp agrees to take all steps reasonably necessary in connection with the perfection of the Trustee’s security interest in this Agreement and the Escrow Property and the protection of the Escrow Property from claims by third parties and, without limiting the generality of the foregoing, Escrow Corp. hereby agrees to file or to cause to be filed one or more UCC financing statements in such jurisdictions and filing offices and containing such description of collateral as is necessary in order to perfect the security interest granted herein. Escrow Corp. represents and warrants that it is duly formed and validly existing as a corporation under the laws of the state of Texas and is not organized under the laws of any other jurisdiction, and hereby agrees that, prior to the termination of this Agreement, it will not change its name or jurisdiction of organization (other than in connection with the merger of Escrow Corp. with and into the Company) without giving the Trustee prior written notice thereof and taking all steps required under the UCC to cause the security interests granted herein to remain perfected.
Escrow Corp and the Company agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each taxable period and to the extent required by the Internal Revenue Service, be reported as having been earned by Escrow Corp., whether or not such income was disbursed during such taxable period.
Escrow Corp shall establish and maintain the Escrow Account with the Escrow Agent in accordance with the terms of this Agreement, and the Escrow Account shall at all times remain under the exclusive dominion and control, and the "control" within the meaning of Sections 8-106 and 9-104 of the UCC, of the Trustee;
Escrow Corp agrees that it will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Escrow Property or (ii) create or permit to exist any Lien upon or with respect to any of the Escrow Property, except for the security interest under this Agreement.
Escrow Corp agrees that, for tax reporting purposes, all interest or other income earned from the investment of the Escrow Property in any tax year shall to the extent such interest or other income is distributed by the Escrow Agent to Escrow Corp. or any other Person or entity pursuant to the terms of this Agreement during such tax year, be reported as allocated to Escrow Corp. or such Person.
Escrow Corp agrees to provide the Escrow Agent with a certified tax identification number by signing and returning a Form W-9 to the Escrow Agent as soon as possible following the execution and delivery of this Agreement. Escrow Corp. understands that, in the event its tax identification number is not certified to the Escrow Agent, the Internal Revenue Code, as amended from time to time, may require withholding of a portion of any interest or other income earned on the investment of the Escrow Property.
