Common use of Term Facility Clause in Contracts

Term Facility. (a) Subject to the terms and conditions of this agreement, each Lender severally but not jointly agrees to lend to Borrower on the Closing Date an amount equal to that Lender’s Term Commitment Percentage (in an amount not to exceed such Lender’s Term Commitment then in 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 Commitment Percentage (in an amount not to exceed such Lender’s Term Commitment then in effect) of such requested Additional Term Borrowing under the Term Facility; provided, however, that the Term Principal Debt at any one time outstanding shall not exceed the 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 first three-month Interest Period and all subsequent Interest Periods thereafter. (d) The Term Borrowings are not revolving in nature, and amounts repaid or prepaid may not be reborrowed under any circumstance. Any portion of the Term Commitments not utilized by Borrower before the expiration of the Term Availability Period shall be permanently canceled.

Term Facility. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, 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 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 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) Subject to the terms and conditions of this agreement, each Lender severally but not jointly agrees to lend to Borrower on the Closing Date an amount equal to that Lender’s Term Commitment Percentage (in an amount not to exceed such Lender’s Term Commitment then in 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 Commitment Percentage (in an amount not to exceed such Lender’s Term Commitment then in effect) of such requested Additional Term Borrowing under the Term Facility; provided, however, that the Term Principal Debt at any one time outstanding Replacement Revolving Commitments shall not exceed the total Term 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) Each the final maturity of such Replacement Revolving Commitments shall not be earlier than the final maturity date of the Tranche B-2 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 Loans at the end time of the first three-month Interest Period such refinancing and all subsequent Interest Periods thereafter. (d) The Term Borrowings are not revolving in natureall other terms applicable to such Replacement Revolving Commitments shall be substantially identical to, and amounts repaid or prepaid less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to such Refinanced Revolving Commitments, except to the extent that such substantially identical or less favorable terms may not be reborrowed under extended to cover any circumstance. Any portion period after the latest final maturity of the Term Revolving Commitments not utilized by Borrower before the expiration of the Term Availability Period shall be permanently canceledin effect immediately prior to such refinancing.

Term Facility. (a) Subject to the terms and conditions of this agreementset forth herein, each Lender severally but not jointly agrees to lend to Borrower on the Closing Date an amount equal Date, each Term Lender severally agrees to that Lender’s make a Term Commitment Percentage (Loan to the Borrower in an amount not to exceed such Lender’s Term Commitment then in effect) of an the aggregate principal amount equal to $7,500,000 (the “Initial such Term Borrowing”). (b) In addition, Borrower may at any time during Lender’s Term Loan Commitment. The Term Loans shall mature on the Term Availability Period request by notice to Agent 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 accordance with Section 2.3(b)(ii) that the Lenders lend to Borrower increments of $10,000,000, in up to two additional separate single advance Term Borrowings each Advances (in addition to the initial Advance) by Borrower’s (x) delivery of a Request for Loan, 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 form attached hereto as Exhibit C, to agree to fund or decline to fund the Additional Term Borrowing subject of such Borrowing Request by notifying Agent and Borrower in writing (y) satisfaction 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 of the conditions 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 Commitment Percentage (in an amount not to exceed such Lender’s Term Commitment then in effect) of such requested Additional Term Borrowing under the Term FacilityAdvance set ▇▇▇▇▇ ▇▇ §▇▇; provided, however, provided that the Loan Exposure, after giving effect to Borrower’s requested Advance of a Term Principal Debt at any one time outstanding Loan, shall not exceed the total 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 February 15, 2020 (the “Undrawn Term Loan Commitments. (c”) Each Term Borrowing shall be comprised entirely subject to an unused fee payable in arrears to the Agent for the account of LIBOR-Rate Borrowings having an Interest Period each Term Lender on the last day of three such period, computed on a daily basis by multiplying (3i) monthstwenty five (25) basis points (0.25%) per annum, which LIBOR-Rate Borrowing shall automatically continue expressed as a LIBOR-Rate Borrowing having an Interest Period of three per diem rate, times (3ii) months at the end undrawn portion of the first three-month Interest Period and all subsequent Interest Periods thereafter. Term Loan Commitments on such day (d) The the “Term Borrowings are not revolving in natureLoan Unused Fee”). Borrower shall pay the Term Loan Unused Fee to Administrative Agent on February 15, and amounts repaid or prepaid may not be reborrowed under any circumstance2020. Any portion of the Undrawn Term Loan Commitments not utilized by that remains undrawn as of February 15, 2020, shall thereafter be unavailable for Borrower before to draw, and (i) the expiration 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 Availability Period shall 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 permanently canceledBase Rate Loans or LIBOR Rate Loans, as further provided herein.

Term Facility. (a) Subject None. Revolving Facility: Consistent with the Documentation Precedent, the definitive documentation will contain only the following financial covenant with respect to the terms Borrower and conditions its restricted subsidiaries on a consolidated basis, solely for the benefit of this agreement, each Lender severally but not jointly agrees to lend to Borrower on the Closing Date an amount equal to that Lender’s Term Commitment Percentage 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 an amount not to exceed such Lender’s Term Commitment then in effectthe Fee Letter) 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 BorrowingFinancial Covenant”). Each Lender shall have sixty The Financial Covenant will be tested as of the last day of each fiscal quarter if the aggregate amount of funded loans and outstanding letters of credit (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 discretionexcluding, 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, letters of credit that have been cash collateralized and other letters of credit not in excess of $15 million) under 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 Revolving Facility on such date exceeds an amount equal to that Lender’s Term Commitment Percentage (in an amount not to exceed such Lender’s Term Commitment 30% of the then in effect) of such requested Additional Term Borrowing outstanding commitments under the Term Revolving Facility; provided, howeverwith 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, that the Term Principal Debt at any one time outstanding shall not exceed the total Term Commitments. cash equity contribution (c) Each Term Borrowing which shall be comprised entirely common equity or otherwise in a form reasonably acceptable to the Agent) made to Coin Holdings and contributed to the Borrower following the last day of LIBOR-Rate Borrowings having an Interest Period the applicable quarter and on or prior to the 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 three (3) months, which LIBOR-Rate Borrowing shall automatically continue as a LIBOR-Rate Borrowing having an Interest Period consolidated EBITDA solely for the purposes of three (3) months 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 first three-month Interest Period and all subsequent Interest Periods thereafter. calculation of consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) no more than five Specified Equity Contributions may be made during the term of the Facilities, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in pro forma compliance with the Financial Covenant, (d) The Term Borrowings are not revolving 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 naturethe definitive documentation for the Facilities, and amounts repaid (e) there shall be no pro forma reduction in indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Specified Equity Contribution is made (either directly through prepayment or prepaid may not be reborrowed under any circumstance. Any portion indirectly as a result of the Term Commitments not utilized by Borrower before the expiration netting of the Term Availability Period shall be permanently canceledunrestricted cash).