of Claim; Credit Bidding
123125
Section 12.10
Resignation of the Agents
124126
Section 12.11
Collateral Matters and Guaranty Matters
125127
Section 12.12
Bank Product Providers
126128
Section 12.13
Withholding Taxes
126128
Section 12.14
Certain ERISA Matters.
128
ARTICLE 13 Miscellaneous
128130
Section 13.01
Payment of Expenses, etc.
128130
Section 13.02
Right of Set-off
129131
Section 13.03
Notices
130132
Section 13.04
Benefit of Agreement; Assignments; Participations, etc.
131133
Section 13.05
No Waiver; Remedies Cumulative
135137
Section 13.06
[Reserved]
135137
Section 13.07
Calculations; Computations
135137
Section 13.08
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
135138
Section 13.09
Counterparts
136139
Section 13.10
Joint and Several Liability of Borrowers
136139
Section 13.11
Headings Descriptive
139141
Section 13.12
Amendment or Waiver; etc.
139141
Section 13.13
Survival
140143
Section 13.14
Domicile of Loans
140143
Section 13.15
Register
141143
Section 13.16
Confidentiality
141143
Section 13.17
USA Patriot Act Notice
142144
Section 13.18
[Reserved]
142144
Section 13.19
Waiver of Sovereign Immunity
142144
Section 13.20
[Reserved]
142145
Section 13.21
INTERCREDITOR AGREEMENT
142145
Section 13.22
Absence of Fiduciary Relationship
143145
Section 13.23
Electronic Execution of Assignments and Certain Other Documents
143145
Section 13.24
Entire Agreement
143146
Section 13.25
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
143146
-iv-
SCHEDULE 1.01(A)
Closing Date Refinancing Indebtedness
SCHEDULE 1.01(B)
Unrestricted Subsidiaries
SCHEDULE 1.02
Existing Letters of Credit
SCHEDULE 2.01
Commitments
SCHEDULE 2.02(c)
Designated Account
SCHEDULE 8.12
Real Property
SCHEDULE 8.14
Subsidiaries
SCHEDULE 8.19
Labor Matters
SCHEDULE 9.13
Post-Closing Actions
SCHEDULE 9.17
Deposit Accounts
SCHEDULE 10.01(iii)
Existing Liens
SCHEDULE 10.04
Existing Indebtedness
SCHEDULE 10.05(iii)
Existing Investments
SCHEDULE 10.06(viii)
Affiliate Transactions
EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of Conversion/Continuation
EXHIBIT B-1
Form of Revolving Note
EXHIBIT B-2
Form of Swingline Note
EXHIBIT C
Form of U.S. Tax Compliance Certificate
EXHIBIT D
Form of Notice of Secured Bank Product Provider
EXHIBIT E
Form of Officers' Certificate
EXHIBIT F
[Reserved]
EXHIBIT G
Form of Security Agreement
EXHIBIT H
Form of Guaranty Agreement
EXHIBIT I
Form of Solvency Certificate
EXHIBIT J
Form of Compliance Certificate
EXHIBIT K
Form of Assignment and Assumption
EXHIBIT L
Form of Intercreditor Agreement
-v-
THIS REVOLVING CREDIT AGREEMENT, dated as of March 1, 2018 and as amended on the
Amendment No. 1 Effective Date, among GREENLIGHT ACQUISITION CORPORATION, a
Delaware corporation ("Holdings"), VERRA MOBILITY CORPORATION (f/k/a ATS
CONSOLIDATED, INC.), a Delaware corporation ("Lead Borrower"), each of the other
Borrowers (as defined herein) party hereto from time to time, the Lenders party
hereto from time to time and BANK OF AMERICA, N.A. ("Bank of America"), as the
Administrative Agent and the Collateral Agent.
All capitalized terms used
herein and defined in Section 1 are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, pursuant to the Acquisition Agreement, Lead Borrower will
acquireacquired 100% of the outstanding Equity Interests (to the extent
remaining outstanding after giving effect to the transactions contemplated by
the Acquisition Agreement) of each of Highway Toll Administration, LLC, a New
York limited