INITIAL BORROWER. AB-XXXXXX PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P.
INITIAL BORROWER. Initial Borrower shall not: (i) make any Restricted Payment, except Investments to consummate the Acquisition, including Investments in any direct or indirect Subsidiary of the Initial Borrower which facilitates such Subsidiary’s or its, direct or indirect, Subsidiary’s consummation of the Acquisition (the “Purchase Price Pushdown”); (ii) Incur any Indebtedness except (A) the Initial Term Loans and, (B) the Backstop Facility; (iii) Incur any Liens except Customary Permitted Liens; (iv) enter into any merger, consolidation or sale of all or substantially all of its assets except for the Initial Borrower Merger; (v) make any Asset Sale, except the Purchase Price Pushdown; or (vi) engage in any transaction with its Affiliates except the Purchase Price Pushdown; except, in the case of each of the foregoing, (A) Incurring Indebtedness hereunder and under any Backstop Agreement, issuing capital stock to, and receiving capital contributions from, any parent, performing its obligations under this Agreement, the Purchase and Sale Agreement, any Backstop Agreement and any other agreement relating to a Backstop Agreement, forming subsidiaries to consummate the Acquisition, contributing, advancing or otherwise transferring the proceeds of the Initial Term Loans and the Backstop Facility, if any, to consummate the Acquisition, the Refinancing, and repaying the Initial Term Loans, if applicable, and conducting such other activities as are necessary, Syniverse Magellan Finance Credit Agreement 23837750v1 advisable or appropriate to carry out the activities described above or related to the Transactions and the Initial Borrower Merger or (B) in the ordinary course of business or necessary or advisable in connection with or to effectuate the Refinancing, the Acquisition and the other Transactions.
INITIAL BORROWER. X. COSMETICS HOLDINGS, INC., a Delaware corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Second Lien Credit Agreement COLLATERAL AGENT: U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Second Lien Credit Agreement LENDERS: PENNANTPARK INVESTMENT CORPORATION, as a Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer PENNANTPARK FLOATING RATE CAPITAL LTD., as a Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Executive Officer PENNANTPARK CREDIT OPPORTUNITIES FUND, LP, as a Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Member of PennantPark Capital, LLC, the general partner of PennantPark Credit Opportunities Fund, LP Second Lien Credit Agreement To: U.S. Bank National Association, as Collateral Agent for the Lenders party to the Second Lien Credit Agreement dated as of January 31, 2014 (as extended, renewed, modified, supplemented, amended or restated from time to time, the “Second Lien Credit Agreement”), by and among X.X. Cosmetics Holdings, Inc., a Delaware corporation (“Holdings”), as the initial borrower (the “Initial Borrower” each of the Initial Borrower, and each Domestic Subsidiary of Initial Borrower who hereafter becomes a “Borrower” under the Second Lien Credit Agreement pursuant to a Joinder Agreement, are referred to herein individually as a “Borrower” and collectively as the “Borrowers”), the Guarantors party thereto, certain Lenders which are signatories thereto, and U.S. Bank National Association, as Collateral Agent. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Second Lien Credit Agreement. Ladies and Gentlemen: [The undersigned refers to the Second Lien Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.02 of the Second Lien Credit Agreement, of a Borrowing requested by 1 and, in connection therewith, sets forth the following information:
INITIAL BORROWER. AB COMMERCIAL REAL ESTATE PRIVATE DEBT
INITIAL BORROWER. AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC
INITIAL BORROWER. AB-XXXXXX PRIVATE EQUITY INVESTORS 2019 (DELAWARE) FUND L.P. By: AB-Abbot Private Equity Investors G.P. L.P., its general partner By: Name: Title: AB-XXXXXX PRIVATE EQUITY INVESTORS G.P. L.P. By: Name: Title: as Administrative Agent and a Lender By: Name: Title: INVESTMENT MANAGER: AB PRIVATE CREDIT INVESTORS LLC By: Name: Title: By: Name: Title: AIV Borrowers: N/A Parallel Fund Borrowers: N/A Account Number Credit Party 11255619 AB-Xxxxxx Private Equity Investors 2019 (Delaware) Fund L.P. 11372448 AB-Xxxxxx Private Equity Investors 2020 (Delaware) Fund L.P. 11712114 AB-Xxxxxx Private Equity Solutions 2021 (Delaware) Fund L.P. 11472941 AB Private Credit Investors Corporation 10588093 AB Private Credit Investors Middle Market Direct Lending Fund L.P. 11922770 AB-Xxxxxx Private Equity Solutions 2022 (Delaware) Fund L.P.
INITIAL BORROWER. Each of the parties acknowledges and agrees that:
(a) Burns Philp Treasury (Europe) BV is no longer an Initial Xxxrower under the Original Document and is released from all obligations and liabilities as an Initial Borrower under the Original Document; and
(b) Burns Philp Deutschland GmbH has, by executing this agreement, acceded to and become a party to the Original Document and has assumed all of the rights, obligations and liabilities of an Initial Borrower under the Original Document. ------------------------------------------------------------------------------------------- 3 GENERAL Clauses 12 ("GENERAL") applies mutatis mutandis to this agreement as if it was fully set out in this agreement. ------------------------------------------------------------------------------------------- 4 GOVERNING LAW This agreement is governed by the law in force in the place specified in the Details and each party submits to the non-exclusive jurisdiction of the courts of that place.
INITIAL BORROWER. Each of the parties acknowledges and agrees that:
(a) Burns Philp Treasury (Europe) BV is no longer an Xxxtial Borrower under the Original Document and is released from all obligations and liabilities as an Initial Borrower under the Original Document; and
(b) Burns Philp Deutschland GmbH has, by executing this agreement, acceded to and become a party to the Original Document and has assumed all of the rights, obligations and liabilities of an Initial Borrower under the Original Document.
INITIAL BORROWER. GEORGE’S STOR-MOR REALTY, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Manager The parties have executed and delivered this Agreement as of the day and year first above written.
INITIAL BORROWER. GSM TWO, LLC, a Delaware limited liability company
