Common use of Term C Facility Clause in Contracts

Term C Facility. At any time on or after the Funding Date but prior to June 30, 2020, upon prior written notice by the Borrower to the Administrative Agent, the Borrower may establish the Term C Facility in an aggregate amount not to exceed TEN MILLION DOLLARS ($10,000,000); provided, that, (a) (i) the aggregate principal amount of each Borrowing under the Term C Facility shall be in a principal amount of $2,500,000 and (ii) there shall not be more than four (4) Borrowings under the Term C Facility; (b) the Borrower shall have drawn the full amount of the Term B-1 Facility, the Term B-2 Facility and the Term B-3 Facility pursuant to Section 2.01(b); (c) no existing Lender shall be under any obligation to make any Term C Loan and any such decision whether to make a Term C Loan shall be in such Lender’s sole and absolute discretion; (i) no Default or Event of Default shall exist and be continuing at the time of the establishment of the Term C Facility, (ii) the Term C Facility shall only be used to fund Approved Strategic Investments and to pay fees and expenses in connection therewith and (iii) the conditions precedent set forth in Section 5.04 shall have been satisfied prior to or contemporaneously with funding of any Term C Loans; (e) the maturity date for the Term C Facility shall be the Maturity Date and the scheduled principal amortization payments under the Term C Facility shall be as set forth in Section 2.05(e); (f) the Borrower shall have paid all fees required to be paid in connection therewith, whether pursuant to the Fee Letter or otherwise; (g) the Term C Lenders, the Administrative Agent and the Loan Parties shall have entered into such technical amendments to this Agreement as are necessary, in the Administrative Agent’s reasonable discretion, to effect the inclusion of the Term C Facility herein; (h) the Borrower shall have obtained commitments for the aggregate amount of the Term C Facility from existing Lenders pursuant to joinder documentation reasonably satisfactory to the Administrative Agent; and

Term C Facility. At any time on or after the Funding Date but prior to June 30December 31, 2020, upon prior written notice by the Borrower to the Administrative Agent, the Borrower may establish the Term C Facility in an aggregate amount not to exceed TEN MILLION DOLLARS ($10,000,000); provided, that,, 54 CHAR1\1707916v5 (a) (i) the aggregate principal amount of each Borrowing under the Term C Facility shall be in a principal amount of $2,500,000 and (ii) there shall not be more than four (4) Borrowings under the Term C Facility; (b) the Borrower shall have drawn the full amount of the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term B-3 B-4 Facility pursuant to Section 2.01(b); ; (cb) no existing Lender shall be under any obligation to make any Term C Loan and any such decision whether to make a Term C Loan shall be in such Lender’s sole and absolute discretion;; (c) (i) no Default or Event of Default shall exist and be continuing at the time of the establishment of the Term C Facility, Facility and (ii) the Term C Facility shall only be used to fund Approved Strategic Investments and to pay fees and expenses in connection therewith and (iii) the conditions precedent set forth in Section 5.04 shall have been satisfied prior to or contemporaneously with funding of any Term C Loans; ; (ed) the maturity date for the Term C Facility shall be the Maturity Date and the scheduled principal amortization payments under the Term C Facility shall be as set forth in Section 2.05(e); Date; (fe) the Borrower shall have paid all fees required to be paid in connection therewith, whether pursuant to the Fee Letter or otherwise; ; (gf) the Term C Lenders, the Administrative Agent and the Loan Parties shall have entered into such technical amendments to this Agreement as are necessary, in the Administrative Agent’s reasonable discretion, to effect the inclusion of the Term C Facility herein; ; (hg) the Borrower shall have obtained commitments for the aggregate amount of the Term C Facility from existing Lenders pursuant to joinder documentation reasonably satisfactory to the Administrative Agent; andand (h) the Borrower shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Term C Facility and (ii) certifying that, before and after giving effect to the Term C Facility, (x) the representations and warranties contained in Article VI and the other Investments Documents are true and correct in all respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 and (y) no Default or Event of Default exists.

Term C Facility. At any time on or after the Funding Date but prior to June 30December 31, 2020, upon prior written notice by the Borrower to the Administrative Agent, the Borrower may establish the Term C Facility in an aggregate amount not to exceed TEN MILLION DOLLARS ($10,000,000); provided, that,, 50 CHAR1\1659840v4 (a) (i) the aggregate principal amount of each Borrowing under the Term C Facility shall be in a principal amount of $2,500,000 and (ii) there shall not be more than four (4) Borrowings under the Term C Facility; (b) the Borrower shall have drawn the full amount of the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term B-3 B-4 Facility pursuant to Section 2.01(b); ; (cb) no existing Lender shall be under any obligation to make any Term C Loan and any such decision whether to make a Term C Loan shall be in such Lender’s sole and absolute discretion;; (c) (i) no Default or Event of Default shall exist and be continuing at the time of the establishment of the Term C Facility, Facility and (ii) the Term C Facility shall only be used to fund Approved Strategic Investments and to pay fees and expenses in connection therewith and (iii) the conditions precedent set forth in Section 5.04 shall have been satisfied prior to or contemporaneously with funding of any Term C Loans; ; (ed) the maturity date for the Term C Facility shall be the Maturity Date and the scheduled principal amortization payments under the Term C Facility shall be as set forth in Section 2.05(e); Date; (fe) the Borrower shall have paid all fees required to be paid in connection therewith, whether pursuant to the Fee Letter or otherwise; ; (gf) the Term C Lenders, the Administrative Agent and the Loan Parties shall have entered into such technical amendments to this Agreement as are necessary, in the Administrative Agent’s reasonable discretion, to effect the inclusion of the Term C Facility herein; ; (hg) the Borrower shall have obtained commitments for the aggregate amount of the Term C Facility from existing Lenders pursuant to joinder documentation reasonably satisfactory to the Administrative Agent; andand (h) the Borrower shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Term C Facility and (ii) certifying that, before and after giving effect to the Term C Facility, (x) the representations and warranties contained in Article VI and the other Investments Documents are true and correct in all respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all respects as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 and (y) no Default or Event of Default exists.