Common use of INITIAL BORROWER Clause in Contracts

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. Initial Borrower shall not: (i) make any Restricted Payment, except Investments deemed to exist by virtue of the Escrow Agreement and 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, (C) Incremental Term Loans incurred to repay the Initial Term Loans prepaid pursuant to the final proviso to Section 2.5(a)(i) and (D) Indebtedness that is not secured by a Lien on any assets, property or Capital Stock owned by the Initial Borrower, the proceeds of which Indebtedness are used solely for deposit with the Escrow Agent in an amount not to exceed the amount necessary, together with net proceeds of the Initial Term Loans, to enable the Initial Borrower to make the deposit of the Additional Escrow Deposit Amount; provided that if the Initial Borrower Incurs such Indebtedness from Holdings or any of its Subsidiaries such Indebtedness is subordinated in right of payment to the Obligations in a customary manner; (iii) Incur any Liens except in favor of the Administrative Agent for the benefit of the Secured Parties and 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 release of the amounts in the Escrow Account in accordance with the terms of the Escrow Agreement and the Purchase Price Pushdown; or (vi) engage in any transaction with its Affiliates except the Purchase Price PushdownPushdown or (vii) form or acquire any new Subsidiaries, except in connection with the consummation of the Acquisition; 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, the Escrow 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, consummating the Release 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 andor 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.