Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement, or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in that EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The parties are signing this Credit Agreement as of the date stated in the introductory clause. AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., as Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer and Secretary MONROE CAPITAL MANAGEMENT ADVISORS, LLC, as Administrative Agent By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL INCOME PLUS CORPORATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV (UNLEVERAGED) SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE PRIVATE CREDIT FUND A LP, as a Lender By: Monroe Private Credit Fund A LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND FINANCING SPV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT FUND 559 LP, as a Lender By: Monroe Capital Private Credit Fund 559 GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director
Appears in 1 contract
Samples: Credit Agreement (American Virtual Cloud Technologies, Inc.)
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in that such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The parties are signing this Credit Agreement as Schedule 2.01 Outstanding Term Loan of the date stated in Lenders on the introductory clauseRestatement Date Lender Outstanding Term Loan on Restatement Date Applicable Percentage of Outstanding Term Loan on Restatement Date Bank of America, N.A. $45,625,000.00 50.000000000% Xxxxx Fargo Bank, National Association $45,625,000.00 50.000000000% Total: $91,250,000.00 100.000000000% Schedule 9.02 LOAN PARTIES: Borrower: Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxxxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx -with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx -and Xxxxx X. Xxxxxxxx, Esq. AMERICAN VIRTUAL CLOUD TECHNOLOGIESMcGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, INC.00xx Xxxxx Xxxxxxxxxx, as Borrower ByXX 00000-0000 Phone: /s/ Xxxxxx X. Xxxx Name000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Guarantors: Teledyne Xxxxx Engineering, Inc. Attn: Xxxxxx X. Xxxx Title000 Xxxxxxxx Xxxxx NW Huntsville, Alabama 35805 Phone: Chief Financial Officer 000-000-0000 Facsimile: 000-000-0000 Email: xxx.xxxx@xxx.xxx -with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx -and Xxxxx X. Xxxxxxxx, Esq. McGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Teledyne Instruments, Inc. Attn: Xxxxxxx X. Xxxxxxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx -with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx -and Xxxxx X. Xxxxxxxx, Esq. McGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Teledyne Scientific & Imaging, LLC Attn: Xxxxxxx X. Xxxxxxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Fax: 000-000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx - with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Fax: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx - and Secretary MONROE CAPITAL MANAGEMENT ADVISORSXxxxx X. Xxxxxxxx, LLCEsq. McGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Teledyne XxXxxx, Inc. Attn: Xxxx X’Xxxxxx 000 Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx, Xxx Xxxx 00000-0000 Phone: 000-000-0000 Fax: 000-000-0000 Email: xxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx - with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Fax: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx - and Xxxxx X. Xxxxxxxx, Esq. McGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx ADMINISTRATIVE AGENT: Notices (other than Requests for Extension of Credit): Bank of America Attn: Xxxxxxx Xxxxxxxxxx 000 Xxxx Xxxxxx Xxxxxx, XX 00000-0000 Phone: 000-000-0000 Fax: 000-000-0000 Email: xxxxxxx.xxxxxxxxxx@xxxx.xxx - with a copy to Bank of America Attn: Xxxxxx Xxxxxx 000 X. Xxxxxxxxxx Street Phoenix, Arizona 00000-0000 Phone: 000-000-0000 Fax: 000-000-0000 Email: xxxxxx.xxxxxx@xxxx.xxx For Payments and Requests for Extension of Credit: Bank of America Attn: Xxxxx X. Xxxxxxxxx 000 Xxxxx Xxxxx Xxxxxx Charlotte, North Carolina 00000-0000 Phone: 000-000-0000 Fax: 000-000-0000 Email: xxxxx.x.xxxxxxxxx@xxxx.xxx Exhibit A FORM OF LOAN NOTICE Date: ___________, 20___ To: Bank of America, N.A., as the Administrative Agent ByRe: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL INCOME PLUS CORPORATIONSecond Amended and Restated Loan Agreement (as amended, modified, supplemented and extended from time to time, the “Loan Agreement”) dated as of December 2, 2016, among Teledyne Technologies Incorporated, a Delaware corporation (the “Borrower”), the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as a Lender Bythe Administrative Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Loan Agreement. Ladies and Gentlemen: /s/ Xxxxxx X. Xxxxxxxx NameThe undersigned hereby requests: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV (UNLEVERAGED) SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE PRIVATE CREDIT FUND A LP, as a Lender By: Monroe Private Credit Fund A LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND FINANCING SPV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT FUND 559 LP, as a Lender By: Monroe Capital Private Credit Fund 559 GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Directorconversion or continuation of Loans
Appears in 1 contract
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement, arrangement or understanding among any such the parties, each party hereto (including each Credit Party) acknowledges that any liability arising under a Loan Document of any EEA Credit Party that is an Affected Financial Institution arising under any Loan DocumentInstitution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority Authority, and agrees and consents to, and acknowledges and agrees to be bound by by: (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising hereunder under any Loan Documents which may be payable to it by any party hereto Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in Bail- In Action on any such liability, including, if applicable: including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in that EEA such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority. The parties are signing this Credit Agreement as of the date stated in the introductory clause" =G &®F, 3e 'íe he+7 h e 6 A #e%1 /& & b9!? e>ec: b? 4ei) ,0.;e a94&- &Æce. AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., as Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer and Secretary MONROE CAPITAL MANAGEMENT ADVISORS, LLCa &f5e dª a$d ?ea( k 2 aÆ<e =*i8e$. THE BANK OF NEW YORK MELLON, as Administrative Agent By: /s/ Xxxxxx X. Xxxxxxxx By Name: Xxxx X. Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL INCOME PLUS CORPORATIONVice President THE BANK OF NEW YORK MELLON, as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Collateral Agent By Name: Xxxx X. Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV SCSPVice President [Loan and Guarantee Agreement – Semantic AI] UNITED STATES DEPARTMENT OF THE TREASURY, as a the Initial Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx By Name: Xxxxxx X. Xxxxxxxx Xxxxx XxXxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV (UNLEVERAGED) SCSPUnder Secretary for International Affairs [Signature Page to Semantic AI, as a Lender By: Monroe Capital Management Advisors LLCInc. Loan and Guarantee Agreement] Schedule 3.05 Financial Statements The income statement, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE PRIVATE CREDIT FUND A LPbalance sheet and cash flow statement of the Parent for the fiscal year ending December 31, as a Lender By: Monroe Private Credit Fund A LLC2019. The income statement, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND FINANCING SPV SCSPbalance sheet and cash flow statement of the Parent for the fiscal quarters ending March 31, as a Lender By: Monroe Capital Management Advisors LLC2020 and June 30, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT FUND 559 LP, as a Lender By: Monroe Capital Private Credit Fund 559 GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director2020. Schedule 3.17 Subsidiaries Legal Name Jurisdiction Type of Entity Equity Holder Ownership Interest Excluded Subsidiary None Schedule 5.14 Post-Closing Matters
Appears in 1 contract
Samples: Loan and Guarantee Agreement
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or any L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or any L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or any L/C Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: , (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in that such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The IN WI1NESS WHEREOF, the parties are signing hereto have caused this Credit Agreement to be duly executed as of the date stated in the introductory clausefirst above written. AMERICAN VIRTUAL CLOUD TECHNOLOGIESBORROWER: • ANSYS, INC.. CREDIT AGREEMENT ADMINISTRATIVE AGENT: LENDERS: JPMORGAN CHASE BANK, N.A., as Borrower Bya Lender and an L/C Issuer Xxxxx X. Xxxxx Managing Director ANSYS, INC. Schedule 2.01 REVOLVING COMMITMENTS AND APPLICABLE PERCENTAGES; L/C COMMITMENTS Revolving Commitments Lender Revolving Commitment Applicable Percentage of Aggregate Revolving Commitments Bank of America, N.A. $85,000,000.01 17.0000000000 % JPMorgan Chase Bank, N.A. $85,000,000.00 17.000000000 % Citibank, N.A. $85,000,000.00 17.000000000 % PNC Bank, National Association $85,000,000.00 17.000000000 % Fifth Third Bank $53,333,333.33 10.666666670 % First National Bank of Pennsylvania $53,333,333.33 10.666666670 % MUFG Bank Ltd. $53,333,333.33 10.666666670 % TOTAL $500,000,000.00 100.000000000 % L/C Commitments L/C Issuer L/C Commitment Bank of America, N.A. $12,500,000.00 JPMorgan Chase Bank, N.A. $12,500,000.00 Citibank, N.A. $12,500,000.00 PNC Bank, National Association $12,500,000.00 TOTAL $50,000,000.00 Schedule 7.01 EXISTING LIENS None. Schedule 7.02 EXISTING INDEBTEDNESS None. Schedule 10.02 CERTAIN ADDRESSES FOR NOTICES Borrower: /s/ ANSYS, INC. 0000 XXXXX Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx, Manager of Corporate Treasury Email: xxxxx.xxxxxx@xxxxx.xxx Website address: xxxxx://xxx.xxxxx.xxx/ With a copy to: Xxxxxxx Procter LLP 000 Xxxxxxxx Xxxxxx X. Xxxx NameXxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx TitleXxxxxxxxx Email: Chief Financial Officer XXxxxxxxxx@xxxxxxxxxx.xxx Administrative Agent: Administrative Agent’s Office: For payments and Secretary MONROE CAPITAL MANAGEMENT ADVISORSRequests for Credit Extensions: Bank of America, LLCN.A. 000 X Xxxxx Xxxxxx Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Attn: Xxxxxxxx Xxxxxx Phone: 000-000-0000 Fax Number: 000-000-0000 Email: xxxxxxxx.xxxxxx@xxxx.xxx Other Notices for Administrative Agent: Bank of America, N.A. Agency Management 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Phone: 000-000-0000 Email: xxxxx.x.xxxxxx@xxxx.xxx Bank of America as L/C Issuer: Bank of America, N.A. Trade Operations 0 Xxxxx Xxx Mail Code: PA6-580-02-30 Xxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx Phone: 000-000-0000 Fax Number: 000-000-0000 Email: Xxxxxxx.x.xxxxxxxxx@xxxx.xxx Swing Line Lender: Bank of America, N.A. 000 X Xxxxx Xxxxxx Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Attn: Xxxxxxxx Xxxxxx Phone: 000-000-0000 Fax Number: 000-000-0000 Email: xxxxxxxx.xxxxxx@xxxx.xxx EXHIBIT A FORM OF COMMITTED REVOLVING LOAN NOTICE Date: , To: Bank of America, N.A., as Administrative Agent ByLadies and Gentlemen: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL INCOME PLUS CORPORATIONReference is made to that certain Credit Agreement, dated as of February 22, 2019 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among ANSYS, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as a Administrative Agent, Swing Line Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV SCSPand an L/C Issuer, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV and the other L/C Issuers party thereto. The undersigned hereby requests (UNLEVERAGED) SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE PRIVATE CREDIT FUND select one): □ A LP, as a Lender By: Monroe Private Credit Fund Borrowing of Committed Revolving Loans □ A LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND FINANCING SPV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT FUND 559 LP, as a Lender By: Monroe Capital Private Credit Fund 559 GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Directorconversion of Loans to Loans □ A continuation of Eurodollar Rate Loans
Appears in 1 contract
Samples: Credit Agreement (Ansys Inc)
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or any Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or any Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or any Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: , (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in that such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The parties are signing this Credit Agreement Each Lender confirms, as of the Effective Date (or, if later, the date stated upon which such Lender becomes a party to this Agreement) that, unless notified in writing by such Lender to the introductory clauseCompany and the Agent, such Lender is not an EEA Financial Institution. AMERICAN VIRTUAL CLOUD TECHNOLOGIESEach Lender shall promptly notify the Company and the Agent if for any reason, INCat any time, it becomes an EEA Financial Institution., as Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer and Secretary MONROE CAPITAL MANAGEMENT ADVISORS, LLC, as Administrative Agent By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL INCOME PLUS CORPORATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV (UNLEVERAGED) SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE PRIVATE CREDIT FUND A LP, as a Lender By: Monroe Private Credit Fund A LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND FINANCING SPV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT FUND 559 LP, as a Lender By: Monroe Capital Private Credit Fund 559 GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director
Appears in 1 contract
Samples: Credit Agreement (Oshkosh Corp)
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement, arrangement or understanding among any such the parties, each party hereto (including each Credit Party) acknowledges that any liability arising under a Loan Document of any EEA Credit Party that is an Affected Financial Institution arising under any Loan DocumentInstitution, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority Authority, and agrees and consents to, and acknowledges and agrees to be bound by by: (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising hereunder under any Loan Documents which may be payable to it by any party hereto Credit Party that is an EEA Affected Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: including (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in that EEA such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; , or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority. The parties are signing this Credit Agreement as of the date stated in the introductory clause. AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC., as Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer and Secretary MONROE CAPITAL MANAGEMENT ADVISORS, LLCTHE BANK OF NEW YORK MELLON, as Administrative Agent By: /s/ Xxxxxx X. Xxxxxxxx By Name: Xxxx X. Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL INCOME PLUS CORPORATIONVice President THE BANK OF NEW YORK MELLON, as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Collateral Agent By Name: Xxxx X. Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV SCSPVice President SCHEDULE 3.05 Financial Statements SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-14719 SKYWEST, INC. Incorporated under the laws of Utah 00-0000000 (I.R.S. Employer ID No.) 000 Xxxxx Xxxxx Xxxx Xx. Xxxxxx, Utah 84790 (435) 634-3000 Title of Each Class Trading Symbol(s) Name of Each Exchange on which Registered Common Stock, No Par Value SKYW The Nasdaq Global Select Market (Address of principal executive offices and telephone number) Securities registered pursuant to Section 12(b) of the Act: Indicate by check xxxx whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check xxxx whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check xxxx whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check xxxx if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check xxxx whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as a Lender Byof the latest practicable date. Class Outstanding at July 31, 2020 Common stock, no par value 50,181,350 SKYWEST, INC. QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements 3 Consolidated Balance Sheets 3 Consolidated Statements of Comprehensive Income 5 Consolidated Statements of Stockholders Equity 6 Condensed Consolidated Statements of Cash Flows 8 Notes to Condensed Consolidated Financial Statements 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 3. Quantitative and Qualitative Disclosures About Market Risk 41 Item 4. Controls and Procedures 41 PART II OTHER INFORMATION Item 1. Legal Proceedings 41 Item 1A. Risk Factors 42 Item 6. Exhibits 45 Signature 46 Exhibit 31.1 Certification of Chief Executive Officer Exhibit 31.2 Certification of Chief Financial Officer Exhibit 32.1 Certification of Chief Executive Officer Exhibit 32.2 Certification of Chief Financial Officer PART I. FINANCIAL INFORMATION Item 1. Financial Statements SKYWEST, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) ASSETS June 30, December 31, 2020 2019 (unaudited) CURRENT ASSETS: Monroe Capital Management Advisors LLCCash and cash equivalents $ 452,247 $ 87,206 Marketable securities 309,823 432,966 Income tax receivable 18,915 11,141 Receivables, as Investment Manager Bynet 42,498 82,977 Inventories, net 97,782 110,503 Other current assets 24,584 35,553 Total current assets 945,849 760,346 PROPERTY AND EQUIPMENT: /s/ Xxxxxx X. Xxxxxxxx NameAircraft and rotable spares 7,273,577 7,078,801 Deposits on aircraft 40,263 48,858 Buildings and ground equipment 246,131 265,398 7,559,971 7,393,057 Less-accumulated depreciation and amortization (2,233,275) (1,998,376) Total property and equipment, net 5,326,696 5,394,681 OTHER ASSETS: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV (UNLEVERAGED) SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE PRIVATE CREDIT FUND A LP, as a Lender By: Monroe Private Credit Fund A LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND FINANCING SPV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT FUND 559 LP, as a Lender By: Monroe Capital Private Credit Fund 559 GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: DirectorOperating lease right-of-use assets 310,016 336,009 Other assets 190,822 166,093 Total other assets 500,838 502,102 Total assets $ 6,773,383 $ 6,657,129 See accompanying notes to condensed consolidated financial statements.
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Samples: Loan and Guarantee Agreement
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in that such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The parties are signing this Credit Agreement as of the date stated in the introductory clause. AMERICAN VIRTUAL CLOUD TECHNOLOGIESSchedule 2.1 OUTSTANDING TERM LOAN OF THE LENDERS ON THE RESTATEMENT DATE Lender Outstanding Principal Amountof Term Loan U.S. Bank National Association $91,250,000 Schedule 9.2 CERTAIN ADDRESSES FOR NOTICES U.S. Bank's and Administrative Agent's Office Xxxxx Xxxxxx U.S. Bank National Corporate Banking 000 X.X. Xxx Xxxxxx, INCXxxxx 000 tel 000.000.0000 fax 000.000.0000 xxxxx.xxxxx@xxxxxx.xxx For borrowing notices please copy: U.S. Bank National Association Commercial Loan Servicing West Attn: Complex Credits Department 000 XX Xxx Xx., as Borrower By0xx Xxxxx Xxxxxxxx, XX 00000 tel (000) 000-0000 fax (000) 000-0000 Xxxxxxx.xxxxxxx.xxxxxxxx@xxxxxx.xxx LOAN PARTIES: /s/ Borrower: Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxxxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx -with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx NameThousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx -and Xxxxx X. Xxxxxxxx, Esq. McGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Guarantors: Teledyne Xxxxx Engineering, Inc. Attn: Xxxxxx X. Xxxx Title000 Xxxxxxxx Xxxxx NW Huntsville, Alabama 35805 Phone: Chief Financial Officer 000-000-0000 Facsimile: 000-000-0000 Email: xxx.xxxx@xxx.xxx -with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx -and Xxxxx X. Xxxxxxxx, Esq. McGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Teledyne Instruments, Inc. Attn: Xxxxxxx X. Xxxxxxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx -with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx -and Xxxxx X. Xxxxxxxx, Esq. McGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Teledyne Scientific & Imaging, LLC Attn: Xxxxxxx X. Xxxxxxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxxx@xxxxxxxx.xxx -with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx -and Xxxxx X. Xxxxxxxx, Esq. McGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Teledyne XxXxxx, Inc. Attn: Xxxx X’Xxxxxx 000 Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx -with a copy to (which shall not constitute notice) Teledyne Technologies Incorporated Attn: Xxxxxxx X. Xxxxx 0000 Xxxxxx Xxx Xxxx Thousand Oaks, California 91360 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxx@xxxxxxxx.xxx and Secretary MONROE CAPITAL MANAGEMENT ADVISORSXxxxx X. Xxxxxxxx, LLCEsq. McGuireWoods LLP EQT Plaza 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000-0000 Phone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Exhibit A FORM OF LOAN NOTICE Date: ___________, 20__ To: U.S. Bank National Association, as Administrative Agent By(the “Administrative Agent”) Re: /s/ Xxxxxx X. Xxxxxxxx NameSecond Amended and Restated Loan Agreement (as amended, modified, supplemented and extended from time to time, the “Loan Agreement”) dated as of December 2, 2016, among Teledyne Technologies Incorporated, a Delaware corporation (the “Borrower”), the Guarantors identified therein, the Lenders party thereto, and the Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Loan Agreement. Ladies and Gentlemen: Xxxxxx X. Xxxxxxxx TitleThe undersigned hereby requests: Director MONROE CAPITAL INCOME PLUS CORPORATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV (UNLEVERAGED) SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE PRIVATE CREDIT FUND A LP, as a Lender By: Monroe Private Credit Fund A LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND FINANCING SPV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT FUND 559 LP, as a Lender By: Monroe Capital Private Credit Fund 559 GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Directorconversion or continuation of Loans
Appears in 1 contract
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in that such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The parties are signing this Credit Agreement as Appendix A Refinancing Lenders, Commitments and Commitment Percentages of the date stated in the introductory clause. AMERICAN VIRTUAL CLOUD TECHNOLOGIESRefinancing Facilities Lender Refinancing Revolving Commitment Refinancing Revolving Commitment Percentage Refinancing Term Loan A Commitment Term Loan A Commitment Percentage Regions Bank $15,138,888.89 33.641975310 % $39,361,111.11 33.641975310 % Compass Bank $9,722,222.22 21.604938270 % $25,277,777.78 21.604938270 % Xxxxxxx Bank $6,944,444.44 15.432098760 % $18,055,555.56 15.432098770 % Trustmark National Bank $4,166,666.67 9.259259267 % $10,833,333.33 9.259259256 % Xxxxxx Bank $3,472,222.22 7.716049378 % $9,027,777.78 7.716049385 % JPMorgan Chase Bank, INC., as Borrower By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer and Secretary MONROE CAPITAL MANAGEMENT ADVISORS, LLC, as Administrative Agent By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL INCOME PLUS CORPORATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND IV (UNLEVERAGED) SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE PRIVATE CREDIT FUND A LP, as a Lender By: Monroe Private Credit Fund A LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND FINANCING SPV SCSP, as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Director MONROE CAPITAL PRIVATE CREDIT FUND 559 LP, as a Lender By: Monroe Capital Private Credit Fund 559 GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: DirectorN.A. $2,777,777.78 6.172839511 % $7,222,222.22 6.172839504 % Synovus Bank $2,777,777.78 6.172839511 % $7,222,222.22 6.172839504 %
Appears in 1 contract
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement, or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in that EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 101 The parties are signing this Credit Agreement as of the date stated in the introductory clause. AMERICAN VIRTUAL CLOUD TECHNOLOGIES, MONEYLION TECHNOLOGIES INC., as Borrower By: /s/ Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxx Xxxxxxx Title: Chief Financial Officer and Secretary MONROE CAPITAL MANAGEMENT ADVISORS, LLC, as Administrative Agent By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director MONROE CAPITAL INCOME PLUS CORPORATION, in its capacity as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director MC INCOME PLUS FINANCING SPV LLC, in its capacity as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND INCOME PLUS CORPORATION, in its capacity as a Lender By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director Monroe Capital Private Credit Master Fund IV SCSPSCSp, in its capacity as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director MONROE CAPITAL PRIVATE CREDIT MASTER FUND Monroe Capital Private Credit Master Fund IV (UNLEVERAGEDUnleveraged) SCSPSCSp, in its capacity as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director MONROE CAPITAL PRIVATE CREDIT FUND A 559 LP, in its capacity as a Lender By: Monroe Private Credit Fund A MONROE CAPITAL PRIVATE CREDIT FUND 559 GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director MONROE CAPITAL OPPORTUNISTIC PRIVATE CREDIT FUND 559 FINANCING SPV LLC, in its capacity as a Lender By: MONROE CAPITAL PRIVATE CREDIT FUND 559 LP, as its Designated Manager By: MONROE CAPITAL PRIVATE CREDIT FUND 559 GP, LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director MC FINANCING SPV I, LLC, By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director Monroe Capital Opportunistic Private Credit Fund Financing SPV SCSP, in its capacity as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director MONROE CAPITAL PRIVATE CREDIT FUND 559 LPMonroe Capital Opportunistic Private Credit Master Fund SCSp, in its capacity as a Lender By: Monroe Capital Management Advisors LLC, as Investment Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director Monroe Capital Fund Marsupial (LUX) Financing SPV LP By: Monroe Capital Fund Marsupial (LUX) Financing GP LLC, its General Partner By: Monroe Capital Management Advisors LLC, as Designated Manager By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director Monroe Capital Private Credit Fund 559 IV Financing SPV I SCSp, By: Monroe Capital Private Credit Fund IV GP S.à.x.x, its manager general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director Monroe Capital Private Credit Fund IV Financing SPV II SCSp, By: Monroe Capital Private Credit Fund IV SPV II GP S.à.x.x, its manager general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director MONROE PRIVATE CAPITAL FUND A LP, in its capacity as a Lender By: MONROE PRIVATE CREDIT FUND A LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director
Appears in 1 contract
Samples: Credit Agreement (Moneylion Inc.)
