Common use of Exhibit G Clause in Contracts

Exhibit G. JOINDER AGREEMENT This JOINDER AGREEMENT (this “Joinder Agreement”) dated as of ________ ___, 20___ is executed by the undersigned for the benefit of Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein) in connection with that certain Fifth Amended and Restated Financing Agreement dated as of February 7, 2019 among Rise SPV, LLC, a Delaware limited liability company (“Rise SPV”), Today Card, LLC, a Delaware limited liability ("Today Card"; together with Rise SPV, the “US Term Note Borrowers”), Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the “UK Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”); the US Term Note Borrowers, the UK Borrower, and the US Last Out Term Note Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors from time to time party thereto, the Lenders party thereto and the Agent (as amended, supplemented or modified from time to time, the “Financing Agreement”), that certain Amended and Restated Pledge and Security Agreement dated as of October 15, 2018 among the Borrower, the other Guarantors party thereto, and the Agent (as amended, supplemented or modified from time to time, the “Pledge and Security Agreement”) and that certain letter agreement dated as of January 30, 014 among the Borrower, the other Assignors party thereto and the Agent (as amended, supplemented or modified from time to time, the “Collateral Assignment”). Capitalized terms not otherwise defined herein are being used herein as defined in the Financing Agreement. The signatory hereto is required to execute this Joinder Agreement pursuant to Section 8.24 of the Financing Agreement.

Appears in 3 contracts

Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)

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Exhibit G. JOINDER AGREEMENT This JOINDER AGREEMENT Provision for Transfer Agreement The undersigned (this Joinder AgreementTransferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of ________ ___, 20___ is executed by the undersigned for the benefit of Victory Park Management, LLC, as administrative agent and collateral agent (the “AgentAgreement”),1 by and among Centric Brands, Inc. (“Centric”) for the Lenders and its direct and indirect subsidiaries bound thereto and the Holders Consenting Creditors, including the transferor to the Transferee of any Company Claims/Interests (as defined therein) in connection with that certain Fifth Amended and Restated Financing Agreement dated as of February 7, 2019 among Rise SPV, LLCeach such transferor, a Delaware limited liability company (Rise SPVTransferor”), Today Cardand agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, LLC, and shall be deemed a Delaware limited liability ("Today Card"; together with Rise SPV, the US Term Note Borrowers”), Elevate Credit International Ltd., a company incorporated Consenting Creditor” under the laws terms of England with number 05041905 (the “UK Borrower”), Elevate Credit Service, LLC, a Delaware limited liability company, as Agreement. The Transferee specifically agrees to be bound by the US Last Out Term Note Borrower (“Elevate Credit” or terms and conditions of the “US Last Out Term Note Borrower”); the US Term Note Borrowers, the UK Borrower, Agreement and the US Last Out Term Note Borrower, each a “Borrower” makes all representations and collectively, the “Borrowers”), the Guarantors from time to time party thereto, the Lenders party thereto and the Agent (as amended, supplemented or modified from time to time, the “Financing Agreement”), that certain Amended and Restated Pledge and Security Agreement dated warranties contained therein as of October 15the date of the Transfer, 2018 among including the Borrower, agreement to be bound by the other Guarantors party thereto, and vote of the Agent (as amended, supplemented Transferor if such vote was cast before the effectiveness of the Transfer discussed herein. Date Executed: Name: Title: Address: E-mail address(es): Aggregate Amounts Beneficially Owned or modified from time to time, the “Pledge and Security Agreement”) and that certain letter agreement dated as of January 30, 014 among the Borrower, the other Assignors party thereto and the Agent (as amended, supplemented or modified from time to time, the “Collateral Assignment”). Managed on Account of: First Lien Term Loans First Lien Revolving Loans Second Lien Loans DIP Revolving Loans DIP Term Loans Specified Equity Holder Interests 1 Capitalized terms not used but not otherwise defined herein are being used herein as defined shall have the meanings ascribed to such terms in the Financing Agreement. The signatory EXECUTION VERSION CENTRIC BRANDS INC., ET AL. RESTRUCTURING TERM SHEET MAY 17, 2020 THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY EXCHANGE OFFER OR PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, SHALL BE MADE ONLY IN COMPLIANCE WITH SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, SECTION 1145 OF THE BANKRUPTCY CODE AND APPLICABLE LAWS. THIS TERM SHEET DOES NOT ADDRESS ALL MATERIAL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH ANY POTENTIAL RESTRUCTURING AND ANY AGREEMENT IS SUBJECT TO THE EXECUTION OF DEFINITIVE DOCUMENTATION CONSISTENT WITH THE RSA (AS DEFINED BELOW) AND THIS TERM SHEET AND OTHERWISE REASONABLY ACCEPTABLE TO THE REQUIRED CONSENTING 1L LENDERS,1 THE REQUIRED CONSENTING 2L LENDERS,2 THE REQUIRED DIP REVOLVING LENDERS,3 THE REQUIRED DIP TERM LOAN LENDERS4 AND THE COMPANY PARTIES (AS DEFINED HEREIN) IN THE MANNER SET FORTH IN THE RSA (AS DEFINED HEREIN). THIS TERM SHEET HAS BEEN PRODUCED FOR SETTLEMENT PURPOSES ONLY AND IS SUBJECT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND OTHER SIMILAR APPLICABLE STATE AND FEDERAL STATUTES, RULES AND LAWS. NOTHING IN THIS TERM SHEET SHALL BE DEEMED OR CONSTRUED AS AN ADMISSION OF FACT OR LIABILITY OF ANY KIND. THIS TERM SHEET AND THE INFORMATION CONTAINED HEREIN IS STRICTLY CONFIDENTIAL AND SHALL NOT BE SHARED WITH ANY OTHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY PARTIES, THE REQUIRED CONSENTING 1L LENDERS, THE REQUIRED CONSENTING 2L LENDERS AND THE REQUIRED DIP TERM LOAN LENDERS. This Term Sheet (including the exhibits attached hereto, this “Term Sheet”), which is Exhibit A to the Restructuring Support Agreement, dated May 17, 2020 (the “RSA”),5 by and among (i) Centric Brands Inc. (“Centric”) and certain of its direct and indirect subsidiaries listed on Exhibit A hereto is required to execute this Joinder Agreement pursuant to Section 8.24 of (collectively with Centric, the Financing Agreement.“Company Parties” or “Debtors”), (ii) the Consenting 1L Lenders,6 (iii) the Consenting 2L Lenders7 (collectively with the Consenting 1L

Appears in 1 contract

Samples: Restructuring Support Agreement (Centric Brands Inc.)

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