MISCELLANEOUS 100. Section 9.01 Notices 100 Section 9.02 Waivers; Amendments 101 Section 9.03 Expenses; Indemnity; Damage Waiver 103 Section 9.04 Successors and Assigns 105 Section 9.05 Survival 108 Section 9.06 Counterparts; Integration; Effectiveness 109 Section 9.07 Severability 109 Section 9.08 Right of Setoff 109 Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process 109 Section 9.10 WAIVER OF JURY TRIAL 110 Section 9.11 [Reserved] 110 Section 9.12 [Reserved] 110 Section 9.13 Confidentiality 110 Section 9.14 Interest Rate Limitation 111 Section 9.15 USA Patriot Act 112 Section 9.16 No Advisory or Fiduciary Responsibility 112 Section 9.17 Judgment Currency 113 Section 9.18 Electronic Execution of Assignments and Certain Other Documents 113 Section 9.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 113 Section 9.20 Headings 114 Section 9.21 Certain ERISA Matters 114 Section 9.22 Recognition of the U.S. Special Resolution Regimes 115 Section 9.23 Subsidiary Guarantees 116 Section 9.24 Termination of Subsidiary Guarantees 116 SCHEDULES: Schedule 2.01 Commitments Schedule 3.06 Disclosed Matters Schedule 6.01(b) Existing Indebtedness Schedule 6.02 Existing Liens Schedule 9.01 Administrative Agent’s Office EXHIBITS: Exhibit A Form of Assignment and Assumption Exhibit B Form of Borrowing Request Exhibit C Form of United States Tax Compliance Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Subsidiary Guarantee Agreement Exhibit F Form of Letter of Credit Application CREDIT AGREEMENT, dated as of November 21, 2023 (this “Agreement”), among TRADEWEB MARKETS LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender. The Borrower has requested that the Revolving Lenders extend credit in the form of Revolving Loans and the Issuing Banks issue Letters of Credit, in each case at any time and from time to time during the Revolving Availability Period in an initial principal amount not to exceed $500,000,000. In addition, the Borrower may request that the Lenders or prospective Additional Lenders agree to provide Incremental Revolving Commitments pursuant to Section 2.18 from time to time on or after the Closing Date in an aggregate amount not to exceed $250,000,000. The Lenders are willing to extend such credit to the Borrower, and the Issuing Banks are willing to issue Letters of Credit for the account of the Bor...
MISCELLANEOUS 100. Section 11.1 Amendments; Waiver 100 Section 11.2 Entire Agreement 100 Section 11.3 Expenses 100 Section 11.4 Interpretation 100 Section 11.5 Moneda Shareholders’ Representatives 102 Section 11.6 Severability 104 Section 11.7 Currency 104 Section 11.8 Notices 104 Section 11.9 Specific Performance 105 Section 11.10 Binding Effect; Persons Benefiting; No Assignment 106 Section 11.11 Counterparts 106 Section 11.12 Governing Law; Arbitration 106 Section 11.13 Waiver of Jury Trial 109 Section 11.14 Exhibits and Schedules 110 Section 11.15 Legal Representation 111 [**] [**] THIS AGREEMENT, dated as of September 3, 2021 (this “Agreement”), is made and entered into by and among Patria Investments Limited, a Cayman Islands exempted company with limited liability (“PIL”), Patria Investments LATAM S.A., a corporation (sociedad anónima) duly incorporated under the laws of Uruguay (“PIL Uruguay”), Moneda Asset Management SpA, a Chilean simplified corporation (Sociedad por Acciones) (the “Company”), the shareholders of the Company set forth on Annex A hereto (the “Moneda Shareholders”), solely for purposes of Article 10 (Shareholder Guaranty) and Article 11 (Miscellaneous), the Guarantors (as defined below), and, solely for purposes of Section 11.5 (Moneda Shareholders’ Representatives), the Representatives (as defined below). PIL (and after the Closing, the Surviving Corporation), PIL Uruguay, the Moneda Shareholders and, prior to the Closing, the Company, is each referred to herein as a “Party”, and together, the “Parties”.
MISCELLANEOUS 100. 34.1. Severability 100 34.2. Governing Law 100 34.3. Survival of Termination 100 34.4. No Oral Modification 101 34.5. No Waiver 101 34.6. Time of Essence 101 34.7. Contract Interest Rate 101 34.8. Headings for Convenience Only 101 34.9. Third Party Beneficiaries 101 34.10. Letters of Credit 101 34.11. Failure to Renew Letter of Credit 101 34.12. Further Assurances 102 34.13. Record Retention 102 34.14. Binding on Successors 102 34.15. Merger of Prior Contracts 102 34.16. Construction of Terms 102 34.17. Counterpart Execution 103 34.18. Set-Off 103 34.19. Drafting Interpretations 103 34.20. Financial Information 103 EXHIBIT A STATEMENT OF WORK AND TECHNICAL SPECIFICATION APPENDIX A ABBREVIATIONS APPENDIX B APPROVED VENDOR LIST APPENDIX C CONCEPTUAL SITE ARRANGEMENTS AND REFERENCE DRAWINGS APPENDIX D CONCEPTUAL PROCESS FLOW DIAGRAMS AND WATER MASS BALANCE APPENDIX E CONCEPTUAL ONE-LINE DIAGRAMS APPENDIX F PACIFICORP MATERIAL SPECIFICATIONS/STANDARDS- SUBSTATION DESIGN APPENDIX M MECHANICAL COMPLETION, SUBSTANTIAL COMPLETION, FINAL COMPLETION, PERFORMANCE GUARANTEES AND PERFORMANCE TESTS APPENDIX H REPORT OF GEOTECHNICAL EXPLORATION APPENDIX I RAW WATER ANALYSIS APPENDIX J FUEL ANALYSIS APPENDIX K DATA TO BE SUBMITTED WITH CONTRACTOR’S BID (BIDDER'S PERFORMANCE AND EQUIPMENT SUMMARY) APPENDIX L FACILITY INTERCONNECTION REQUIREMENTS APPENDIX M MECHANICAL COMPLETION, SUBSTANTIAL COMPLETION, FINAL COMPLETION, PERFORMANCE GUARANTEES AND PERFORMANCE TESTS APPENDIX N PACIFICORP STANDARDS - ENGINEERING DOCUMENTS, DRAWINGS AND OTHER DELIVERABLES - REFERENCED ZIP FILES PCORP THERMAL STANDARDS VENDOR" APPENDIX O PACIFICORP STANDARD – HAZCOM COMPLIANCE, DOCUMENT 1037 APPENDIX P SECURITY CONDUIT TERMINATION LOCATIONS APPENDIX Q SCHEDULE OF PERMITS AND GOVERNMENT APPROVALS APPENDIX R SUBSTATION GENERAL INFORMATION AND SCOPE OF WORK APPENDIX S SUBSTATION ENGINEERING DOCUMENTS, DRAWINGS AND OTHER DELIVERABLES APPENDIX T PROPOSED UTAH POLLUTANT DISCHARGE ELIMINATION SYSTEM PERMIT APPLICATION APPENDIX U OWNER PREPARED DATA FOR AIR PERMIT APPENDIX V CONTRACTOR PROVIDED ON-SITE TRAINING PROGRAM APPENDIX W NERC- CIPS WORK SCOPE EXHIBIT B PROGRESS PAYMENT SCHEDULE EXHIBIT C CHANGE IN WORK FORM EXHIBIT D WARRANTY PROCEDURES EXHIBIT E FORM OF CONTRACTOR’S INVOICE EXHIBIT F CRITICAL PATH SCHEDULE REQUIREMENTS EXHIBIT F-1 FIRST LEVEL CRITICAL PATH SCHEDULE REQUIREMENTS EXHIBIT F-2 FORM OF SECOND LEVEL CRITICAL PATH SCHEDULE REQUIREMENTS EXHIBIT G ENGINEERING DOCUMENTS, DRAWINGS & DEL...
MISCELLANEOUS 100. 11.1 Representations and Warranties of the General Partner 100 11.2 Waiver of Partition 101 11.3 Power of Attorney 101 11.4 Amendments 102 11.5 Feeder Fund 106 11.6 Reasonable Counsel 106 11.7 Entire Agreement 106 11.8 Severability 106 11.9 Notices 107 11.10 Governing Law; Jurisdiction; Waiver of Trial by Jury 108 11.11 Successors and Assigns 108 11.12 Counterparts 108 11.13 Headings; Interpretation; Etc. 108
MISCELLANEOUS 100. Section 10.1 Notices 100 Section 10.2 Waivers; Amendments 101 Section 10.3 Expenses; Indemnity; Damage Waiver 103 Section 10.4 Successors and Assigns 105 Section 10.5 Survival 109 Section 10.6 Counterparts; Effectiveness; Electronic Execution 109 Section 10.7 Severability 110 Section 10.8 Right of Setoff 110 Section 10.9 Governing Law; Jurisdiction; Consent to Service of Process 110 Section 10.10 WAIVER OF JURY TRIAL 111 Section 10.11 Payments Set Aside 111 Section 10.12 Headings 111 Section 10.13 Interest Rate Limitation 111 Section 10.14 Ceiling Election 112 Section 10.15 Treatment of Certain Information; Confidentiality 113 Section 10.16 USA PATRIOT Act Notice 114 Section 10.17 No Fiduciary Duty 114 Section 10.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 114 Section 10.19 Certain ERISA Matters 115 Section 10.20 Acknowledgment Regarding Any Supported QFCs 116
MISCELLANEOUS 100. Section 11.01 Amendments, Etc 100 Section 11.02 Notices; Effectiveness; Electronic Communications 102 Section 11.03 No Waiver; Cumulative Remedies; Enforcement 104 Section 11.04 Expenses; Indemnity; Damage Waiver 105 Section 11.05 Payments Set Aside 107 Section 11.06 Successors and Assigns 107 Section 11.07 Treatment of Certain Information; Confidentiality 113 Section 11.08 Rights of Setoff 114
MISCELLANEOUS 100. Section 11.1 Non-Survival of Representations, Warranties and Agreements; Indemnification 100 Section 11.2 Expenses 100 Section 11.3 Notices 100 Section 11.4 Interpretation 101 Section 11.5 Severability 102 Section 11.6 Assignment; Binding Effect 103 Section 11.7 No Third Party Beneficiaries 103 Section 11.8 Limited Liability 103 Section 11.9 Entire Agreement 103 Section 11.10 Governing Law 103
MISCELLANEOUS 100. Section 20.1 Survival 100 Section 20.2 Lender’s Discretion 100 Section 20.3 Headings 100 Section 20.4 Schedules Incorporated 100 Section 20.5 Offsets, Counterclaims and Defenses 100 Section 20.6 No Joint Venture or Partnership; No Third Party Beneficiaries 100 Section 20.7 Publicity 101 Section 20.8 Conflict; Construction of Documents; Reliance 102 Section 20.9 Duplicate Originals; Counterparts 102 Section 20.10 Entire Agreement 102 THIS LOAN AGREEMENT, dated as of March 31, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at 000 Xxxxx Xxxxx Xxxxxx, Charlotte, North Carolina 28255 (together with its successors and/or assigns, “Lender”) and PTC COLUMBUS, LLC, a Delaware limited liability company having an address at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx 00000 (together with its successors and/or assigns, “Borrower”).
MISCELLANEOUS 100. Section 11.1.
