CREDIT AND GUARANTY AGREEMENT
This CREDIT AND GUARANTY AGREEMENT, dated as of October 1, 2019, is entered into by and among AVIDXCHANGE HOLDINGS, INC., a Delaware corporation (Holdings), AVIDXCHANGE, INC., a Delaware corporation (Parent), AVIDXCHANGE FINANCIAL SERVICES, INC., a Delaware corporation (AFS), PIRACLE, INC., a Utah corporation (Piracle), STRONGROOM SOLUTIONS, INC., a Texas corporation (Strongroom), ARIETT BUSINESS SOLUTIONS, INC., a Massachusetts corporation (Ariett), AFV HOLDINGS ONE, INC., a North Carolina corporation (AFV), BTS ALLIANCE, LLC, a Delaware limited liability company (BankTEL), AFV HOLDINGS II, LLC, a North Carolina limited liability company (AFV II), and CORE ASSOCIATES, LLC, a Delaware limited liability company (CORE), OAK HC/FT FPP BLOCKER CORP., a Delaware corporation (OAK), AO HOLDING CO., a Delaware corporation (AO Holding), FP SERVICES INC., a Delaware corporation (FP Services), FASTPAY PAYMENT TECHNOLOGIES, INC., a Delaware corporation (FastPay), FPP ENTERPRISE LLC, a Delaware limited liability company (FPP) (Parent, AFS, Piracle, Strongroom, Ariett, and AFV are referred to herein, individually and collectively and jointly and severally, as the Company), CERTAIN OTHER SUBSIDIARIES OF HOLDINGS, as borrowers or Guarantors, the Lenders party hereto from time to time, SIXTH STREET SPECIALTY LENDING, INC., formerly known as TPG SPECIALTY LENDING, INC., a Delaware corporation (TSL), as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, Administrative Agent) and Collateral Agent (in such capacity, together with its successors and assigns in such capacity, Collateral Agent), TSL and KEYBANK NATIONAL ASSOCIATION (KeyBank), as joint lead arrangers (in such capacity, together with their respective successors and assigns in such capacity, the Joint Lead Arrangers), and TSL and KeyBank as joint book runners (in such capacity, together with their respective successors and assigns in such capacity, the Joint Book Runners).
In consideration of the mutual premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:
Accounting Changes means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions).
Accounts means all accounts (as defined in the UCC) of Company (or, if referring to another Person, of such Person), including, without limitation, accounts, accounts receivable, monies due or to become due and obligations in any form (whether arising in connection with contracts, contract rights, instruments, general intangibles, or chattel paper), in each case whether arising out of goods sold or services rendered or from any other transaction and whether or not earned by performance, now or hereafter in existence, and all documents of title or other documents representing any of the foregoing, and all collateral security and guaranties of any kind, now or hereafter in existence, given by any Person with respect to any of the foregoing.
Act as defined in Section 4.25.