Common use of Term Facility Clause in Contracts

Term Facility. Subject to the terms and conditions set forth herein, on the Closing Date, each Term Lender severally agrees to make a Term Loan to the Borrower in the aggregate principal amount equal to such Term Lender’s Term Loan Commitment. The Term Loans shall mature on the Term Loan Maturity Date. The initial Advance of the Term Loan shall be $30,000,000 and the remaining Term Loan Commitments of $20,000,000 may be drawn in increments of $10,000,000, in up to two Advances (in addition to the initial Advance) by Borrower’s (x) delivery of a Request for Loan, in the form attached hereto as Exhibit C, to Agent and (y) satisfaction of each of the conditions to an Advance set ▇▇▇▇▇ ▇▇ §▇▇; provided that the Loan Exposure, after giving effect to Borrower’s requested Advance of a Term Loan, shall not exceed the lesser of the Total Commitment and Pool Property Availability. Any amount of the Term Loan that remains undrawn during the period commencing on March 18, 2019 and ending on December 31, 2020 (the “Undrawn Term Loan Commitments”) shall be subject to an unused fee payable in arrears to the Agent for the account of each Term Lender, computed on a daily basis by multiplying (i) twenty five (25) basis points (0.25%) per annum, expressed as a per diem rate, times (ii) the undrawn portion of the Term Loan Commitments on such day (the “Term Loan Unused Fee”). Borrower shall make the first payment of the Term Loan Unused Fee to Administrative Agent on or prior to February 14, 2020 for all amounts accrued up to and on December 31, 2019. Thereafter, Borrower shall make payments of the Term Loan Unused Fee quarterly in arrears on the last Business Day of each March, June, September and December of 2020 for all amounts accrued up to and on such date. Any portion of the Undrawn Term Loan Commitments that remains undrawn as of December 31, 2020, shall thereafter be unavailable for Borrower to draw, and (i) the Term Loan Commitments shall be reduced accordingly, pro rata among the Term Lenders, and (ii) the Term Loan Unused Fee shall no longer accrue on the Undrawn Term Loan Commitments. Following its receipt of any such Term Loan Unused Fee, Agent shall promptly pay to each Term Lender an amount equal to such Term Lender’s Term Loan Commitment Percentage of the daily amount of such Term Loan Unused Fee based on such Term Lender’s Term Loan Commitment on such day. The Borrower may not reborrow any portion of any Term Loan once repaid. Term Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein.

Term Facility. Subject to the terms and conditions set forth herein, on the Closing Date, each Term Lender severally agrees to make a Term Loan to the Borrower in the aggregate principal amount equal to such Term Lender’s Term Loan Commitment. The Term Loans shall mature on the Term Loan Maturity Date. The initial Advance of the Term Loan shall be $30,000,000 and the remaining Term Loan Commitments of $20,000,000 may be drawn in increments of $10,000,000, in up to two Advances (in addition to the initial Advance) by Borrower’s (x) delivery of a Request for Loan, in the form attached hereto as Exhibit C, to Agent and (y) satisfaction of each of the conditions to an Advance set ▇▇▇▇▇ ▇▇ §▇▇; provided that the Loan Exposure, after giving effect to Borrower’s requested Advance of a Term Loan, shall not exceed the lesser of the Total Commitment and Pool Property Availability. Any amount of the Term Loan that remains undrawn during the period commencing on March 18, 2019 and ending on December 31February 15, 2020 (the “Undrawn Term Loan Commitments”) shall be subject to an unused fee payable in arrears to the Agent for the account of each Term LenderLender on the last day of such period, computed on a daily basis by multiplying (i) twenty five (25) basis points (0.25%) per annum, expressed as a per diem rate, times (ii) the undrawn portion of the Term Loan Commitments on such day (the “Term Loan Unused Fee”). Borrower shall make the first payment of pay the Term Loan Unused Fee to Administrative Agent on or prior to February 1415, 2020 for all amounts accrued up to and on December 31, 2019. Thereafter, Borrower shall make payments of the Term Loan Unused Fee quarterly in arrears on the last Business Day of each March, June, September and December of 2020 for all amounts accrued up to and on such date2020. Any portion of the Undrawn Term Loan Commitments that remains undrawn as of December 31February 15, 2020, shall thereafter be unavailable for Borrower to draw, and (i) the Term Loan Commitments shall be reduced accordingly, pro rata among the Term Lenders, and (ii) the Term Loan Unused Fee shall no longer accrue on the Undrawn Term Loan Commitments. Following its receipt of any such Term Loan Unused Fee, Agent shall promptly pay to each Term Lender an amount equal to such Term Lender’s Term Loan Commitment Percentage of the daily amount of such Term Loan Unused Fee based on such Term Lender’s Term Loan Commitment on such day. The Borrower may not reborrow any portion of any Term Loan once repaid. Term Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein.

Term Facility. (a) Subject to the terms and conditions set forth hereinof this agreement, each Lender severally but not jointly agrees to lend to Borrower on the Closing Date, each Date an amount equal to that Lender’s Term Lender severally agrees Commitment Percentage (in an amount not to make a exceed such Lender’s Term Loan to the Borrower Commitment then in the effect) of an aggregate principal amount equal to $7,500,000 (the “Initial Term Borrowing”). (b) In addition, Borrower may at any time during the Term Availability Period request by notice to Agent in accordance with Section 2.3(b)(ii) that the Lenders lend to Borrower up to two additional separate single advance Term Borrowings each in the principal amount of $3,750,000 (each such Term Borrowing being an “Additional Term Borrowing”). Each Lender shall have sixty (60) days from the date of receipt of any Borrowing Request for an Additional Term Borrowing to agree to fund or decline to fund the Additional Term Borrowing subject of such Borrowing Request by notifying Agent and Borrower in writing of its decision. Any such decision shall be made in each Lender’s absolute and sole discretion, it being understood and agreed that no Lender shall have any obligation to agree to fund any Additional Term Borrowing under any circumstance whatsoever (and for the avoidance of doubt, the term “Term Commitment” shall not be construed to require any Lender to fund any requested Additional Term Borrowing). Subject to the terms and conditions of this agreement, each Lender that agrees to fund any requested Additional Term Borrowing in accordance with this Section 2.2(b) severally but not jointly agrees to lend to Borrower an amount equal to that Lender’s Term Loan Commitment. The Commitment Percentage (in an amount not to exceed such Lender’s Term Loans shall mature on Commitment then in effect) of such requested Additional Term Borrowing under the Term Loan Maturity Date. The initial Advance of Facility; provided, however, that the Term Loan shall be $30,000,000 and the remaining Term Loan Commitments of $20,000,000 may be drawn in increments of $10,000,000, in up to two Advances (in addition to the initial Advance) by Borrower’s (x) delivery of a Request for Loan, in the form attached hereto as Exhibit C, to Agent and (y) satisfaction of each of the conditions to an Advance set ▇▇▇▇▇ ▇▇ §▇▇; provided that the Loan Exposure, after giving effect to Borrower’s requested Advance of a Term Loan, Principal Debt at any one time outstanding shall not exceed the lesser total Term Commitments. (c) Each Term Borrowing shall be comprised entirely of LIBOR-Rate Borrowings having an Interest Period of three (3) months, which LIBOR-Rate Borrowing shall automatically continue as a LIBOR-Rate Borrowing having an Interest Period of three (3) months at the end of the Total Commitment first three-month Interest Period and Pool Property Availability. Any amount of the all subsequent Interest Periods thereafter. (d) The Term Loan that remains undrawn during the period commencing on March 18Borrowings are not revolving in nature, 2019 and ending on December 31, 2020 (the “Undrawn Term Loan Commitments”) shall amounts repaid or prepaid may not be subject to an unused fee payable in arrears to the Agent for the account of each Term Lender, computed on a daily basis by multiplying (i) twenty five (25) basis points (0.25%) per annum, expressed as a per diem rate, times (ii) the undrawn portion of the Term Loan Commitments on such day (the “Term Loan Unused Fee”). Borrower shall make the first payment of the Term Loan Unused Fee to Administrative Agent on or prior to February 14, 2020 for all amounts accrued up to and on December 31, 2019. Thereafter, Borrower shall make payments of the Term Loan Unused Fee quarterly in arrears on the last Business Day of each March, June, September and December of 2020 for all amounts accrued up to and on such datereborrowed under any circumstance. Any portion of the Undrawn Term Loan Commitments that remains undrawn as not utilized by Borrower before the expiration of December 31, 2020, shall thereafter be unavailable for Borrower to draw, and (i) the Term Loan Commitments Availability Period shall be reduced accordingly, pro rata among the Term Lenders, and (ii) the Term Loan Unused Fee shall no longer accrue on the Undrawn Term Loan Commitments. Following its receipt of any such Term Loan Unused Fee, Agent shall promptly pay to each Term Lender an amount equal to such Term Lender’s Term Loan Commitment Percentage of the daily amount of such Term Loan Unused Fee based on such Term Lender’s Term Loan Commitment on such day. The Borrower may not reborrow any portion of any Term Loan once repaid. Term Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided hereinpermanently canceled.

Term Facility. Subject to None. Revolving Facility: Consistent with the terms and conditions set forth hereinDocumentation Precedent, on the Closing Date, each Term Lender severally agrees to make a Term Loan definitive documentation will contain only the following financial covenant with respect to the Borrower and its restricted subsidiaries on a consolidated basis, solely for the benefit of the Lenders under the Revolving Facility and solely when required as provided in the next paragraph: • a Net First Lien Leverage Ratio set at the Financial Covenant Ratio Level (as defined in the Fee Letter) (the “Financial Covenant”). The Financial Covenant will be tested as of the last day of each fiscal quarter if the aggregate principal amount of funded loans and outstanding letters of credit (excluding, for the avoidance of doubt, letters of credit that have been cash collateralized and other letters of credit not in excess of $15 million) under the Revolving Facility on such date exceeds an amount equal to such Term Lender’s Term Loan Commitment. The Term Loans shall mature on the Term Loan Maturity Date. The initial Advance 30% of the Term Loan then outstanding commitments under the Revolving Facility, with the first quarterly covenant test to commence as of the last day of the first full fiscal quarter ending after the Closing Date (if otherwise applicable on such date). For purposes of determining compliance with the Financial Covenant, any cash equity contribution (which shall be $30,000,000 and the remaining Term Loan Commitments of $20,000,000 may be drawn common equity or otherwise in increments of $10,000,000, in up to two Advances (in addition a form reasonably acceptable to the initial AdvanceAgent) by Borrower’s (x) delivery of a Request for Loan, in made to Coin Holdings and contributed to the form attached hereto as Exhibit C, to Agent and (y) satisfaction of each Borrower following the last day of the conditions to an Advance set ▇▇▇▇▇ ▇▇ §▇▇; provided that the Loan Exposure, after giving effect to Borrower’s requested Advance of a Term Loan, shall not exceed the lesser of the Total Commitment applicable quarter and Pool Property Availability. Any amount of the Term Loan that remains undrawn during the period commencing on March 18, 2019 and ending on December 31, 2020 (the “Undrawn Term Loan Commitments”) shall be subject to an unused fee payable in arrears to the Agent for the account of each Term Lender, computed on a daily basis by multiplying (i) twenty five (25) basis points (0.25%) per annum, expressed as a per diem rate, times (ii) the undrawn portion of the Term Loan Commitments on such day (the “Term Loan Unused Fee”). Borrower shall make the first payment of the Term Loan Unused Fee to Administrative Agent on or prior to February 14the day that is 10 business days after the day on which financial statements are required to be delivered for such fiscal quarter will be included in the calculation of consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of consolidated EBITDA, 2020 for all amounts accrued up to and on December 31a “Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period, 2019. Thereafterthere shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, Borrower shall make payments (b) no more than five Specified Equity Contributions may be made during the term of the Term Loan Unused Fee quarterly in arrears on Facilities, (c) the last Business Day amount of each March, June, September and December of 2020 for all amounts accrued up any Specified Equity Contribution shall be no greater than the amount required to and on such date. Any portion of cause the Undrawn Term Loan Commitments that remains undrawn as of December 31, 2020, shall thereafter be unavailable for Borrower to drawbe in pro forma compliance with the Financial Covenant, (d) all Specified Equity Contributions shall be disregarded for purposes of determining any financial ratio-based conditions, pricing or any baskets with respect to the covenants contained in the definitive documentation for the Facilities, and (ie) the Term Loan Commitments there shall be reduced accordingly, no pro rata among forma reduction in indebtedness with the Term Lenders, and (ii) the Term Loan Unused Fee shall no longer accrue on the Undrawn Term Loan Commitments. Following its receipt proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Term Loan Unused Fee, Agent shall promptly pay to each Term Lender an amount equal to such Term Lender’s Term Loan Commitment Percentage Specified Equity Contribution is made (either directly through prepayment or indirectly as a result of the daily amount netting of such Term Loan Unused Fee based on such Term Lender’s Term Loan Commitment on such day. The Borrower may not reborrow any portion of any Term Loan once repaid. Term Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided hereinunrestricted cash).

Term Facility. Subject Any such waiver and any such amendment, supplement or modification shall apply equally to each of the terms Lenders and conditions set forth hereinshall be binding upon the Loan Parties, on the Closing DateLenders, each Term Lender severally agrees the Agents and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents shall be restored to make a Term their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. In addition, notwithstanding the foregoing, this Agreement may be amended at any time after December 31, 2008 with the written consent of the Administrative Agent, the Borrower in and the Lenders providing the Replacement Revolving Commitments (as defined below) to permit the refinancing of all outstanding Revolving Commitments ("Refinanced Revolving Commitments") with a replacement revolving facility hereunder ("Replacement Revolving Commitments"); provided that (a) the aggregate principal amount equal to of such Term Lender’s Term Loan Commitment. The Term Loans shall mature on the Term Loan Maturity Date. The initial Advance of the Term Loan shall be $30,000,000 and the remaining Term Loan Replacement Revolving Commitments of $20,000,000 may be drawn in increments of $10,000,000, in up to two Advances (in addition to the initial Advance) by Borrower’s (x) delivery of a Request for Loan, in the form attached hereto as Exhibit C, to Agent and (y) satisfaction of each of the conditions to an Advance set ▇▇▇▇▇ ▇▇ §▇▇; provided that the Loan Exposure, after giving effect to Borrower’s requested Advance of a Term Loan, shall not exceed the lesser aggregate principal amount of such Refinanced Revolving Commitments, (b) the Applicable Margin for such Replacement Revolving Commitments shall not be higher than the Applicable Margin for such Refinanced Revolving Commitments, (c) the final maturity of such Replacement Revolving Commitments shall not be earlier than the final maturity date of the Total Commitment and Pool Property Availability. Any amount Tranche B-2 Term Loans at the time of the Term Loan that remains undrawn during the period commencing on March 18, 2019 and ending on December 31, 2020 (the “Undrawn Term Loan Commitments”) shall be subject to an unused fee payable in arrears to the Agent for the account of each Term Lender, computed on a daily basis by multiplying (i) twenty five (25) basis points (0.25%) per annum, expressed as a per diem rate, times (ii) the undrawn portion of the Term Loan Commitments on such day (the “Term Loan Unused Fee”). Borrower shall make the first payment of the Term Loan Unused Fee to Administrative Agent on or prior to February 14, 2020 for all amounts accrued up to and on December 31, 2019. Thereafter, Borrower shall make payments of the Term Loan Unused Fee quarterly in arrears on the last Business Day of each March, June, September and December of 2020 for all amounts accrued up to and on such date. Any portion of the Undrawn Term Loan Commitments that remains undrawn as of December 31, 2020, shall thereafter be unavailable for Borrower to draw, refinancing and (id) the Term Loan all other terms applicable to such Replacement Revolving Commitments shall be reduced accordinglysubstantially identical to, pro rata among or less favorable to the Term LendersLenders providing such Replacement Revolving Commitments than, and (ii) the Term Loan Unused Fee shall no longer accrue on the Undrawn Term Loan Commitments. Following its receipt of any such Term Loan Unused Fee, Agent shall promptly pay to each Term Lender an amount equal those applicable to such Term Lender’s Term Loan Commitment Percentage Refinanced Revolving Commitments, except to the extent that such substantially identical or less favorable terms may be extended to cover any period after the latest final maturity of the daily amount of Revolving Commitments in effect immediately prior to such Term Loan Unused Fee based on such Term Lender’s Term Loan Commitment on such day. The Borrower may not reborrow any portion of any Term Loan once repaid. Term Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided hereinrefinancing.