Common use of Term Facility Clause in Contracts

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) the aggregate principal amount of such Replacement Revolving Commitments shall not exceed the 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 Tranche B-2 Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Revolving Commitments shall be substantially identical to, or 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 be extended to cover any period after the latest final maturity of the Revolving Commitments in effect immediately prior to such refinancing.

Term Facility. Any such waiver None. Revolving Facility: Consistent with the Documentation Precedent, the definitive documentation will contain only the following financial covenant with respect to the Borrower and any such amendmentits restricted subsidiaries on a consolidated basis, supplement or modification shall apply equally to each solely for the benefit 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, Revolving Facility 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 solely when required as provided in the foregoing, this Agreement may be amended next paragraph: • a Net First Lien Leverage Ratio set 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 Financial Covenant Ratio Level (as defined belowin the Fee Letter) (the “Financial Covenant”). 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 (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 permit 30% of the refinancing then outstanding commitments under the Revolving Facility, with the first quarterly covenant test to commence as of all outstanding Revolving Commitments the last day of the first full fiscal quarter ending after the Closing Date ("Refinanced Revolving Commitments"if otherwise applicable on such date). For purposes of determining compliance with the Financial Covenant, any cash equity contribution (which shall be 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 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 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, a replacement revolving facility hereunder ("Replacement Revolving Commitments"“Specified Equity Contribution”); provided that (a) the aggregate principal amount in each four consecutive fiscal quarter period, there shall be at least two fiscal quarters in respect of such Replacement Revolving Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Commitmentswhich no Specified Equity Contribution is made, (b) no more than five Specified Equity Contributions may be made during the Applicable Margin for such Replacement Revolving Commitments shall not be higher than term of the Applicable Margin for such Refinanced Revolving CommitmentsFacilities, (c) the final maturity amount of such Replacement Revolving Commitments any Specified Equity Contribution shall not be earlier no greater than the final maturity date of amount required to cause the Tranche B-2 Term Loans at Borrower to be in pro forma compliance with the time of such refinancing and Financial Covenant, (d) all other terms applicable to such Replacement Revolving Commitments Specified Equity Contributions shall be substantially identical todisregarded for purposes of determining any financial ratio-based conditions, pricing or less favorable any baskets with respect to the Lenders providing covenants contained in the definitive documentation for the Facilities, and (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 Replacement Revolving Commitments than, those applicable to such Refinanced Revolving Commitments, except to the extent that such substantially identical Specified Equity Contribution is made (either directly through prepayment or less favorable terms may be extended to cover any period after the latest final maturity indirectly as a result of the Revolving Commitments in effect immediately prior to such refinancingnetting of unrestricted cash).

Term Facility. Any (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 waiver and any such amendment, supplement or modification shall apply equally Lender’s Term Commitment then in effect) of an aggregate principal amount equal to each of $7,500,000 (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. “Initial Term Borrowing”). (b) In addition, notwithstanding the foregoing, this Agreement Borrower may be amended at any time after December 31, 2008 during the Term Availability Period request by notice to Agent in accordance with the written consent of the Administrative Agent, the Borrower and Section 2.3(b)(ii) that the Lenders providing lend to Borrower up to two additional separate single advance Term Borrowings each in 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 of $3,750,000 (each such Replacement Revolving Commitments 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 aggregate principal amount of such Refinanced Revolving total Term 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 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 final maturity of such Replacement Revolving Commitments shall not be earlier than the final maturity date end of the Tranche B-2 Term Loans at the time of such refinancing first three-month Interest Period and all subsequent Interest Periods thereafter. (d) all other terms applicable to such Replacement Revolving 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 substantially identical to, or 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 be extended to cover any period after the latest final maturity of the Revolving Commitments in effect immediately prior to such refinancingpermanently canceled.

Term Facility. Any such waiver Subject to the terms and any such amendmentconditions set forth herein, supplement or modification shall apply equally on the Closing Date, each Term Lender severally agrees to each of the Lenders and shall be binding upon the make a Term 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) 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 such Replacement Revolving 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 xxxxx xx §00; provided that the Loan Exposure, after giving effect to Borrower’s requested Advance of a Term Loan, shall not exceed the aggregate principal 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”) shall be subject to an unused fee payable in arrears to the Agent for the account of each Term Lender 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 pay the Term Loan Unused Fee to Administrative Agent on February 15, 2020. Any portion of the Undrawn Term Loan Commitments that remains undrawn as of February 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 Refinanced Revolving Commitments, (b) the Applicable Margin for Term Loan Unused Fee based on such Replacement Revolving Commitments shall Term Lender’s Term Loan Commitment on such day. The Borrower may not be higher than the Applicable Margin for such Refinanced Revolving Commitments, (c) the final maturity reborrow any portion of such Replacement Revolving Commitments shall not be earlier than the final maturity date of the Tranche B-2 any Term Loan once repaid. Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Revolving Commitments shall be substantially identical to, or 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 be extended to cover any period after the latest final maturity of the Revolving Commitments in effect immediately prior to such refinancingBase Rate Loans or LIBOR Rate Loans, as further provided herein.