Common use of Incremental B Term Loan Commitments Clause in Contracts

Incremental B Term Loan Commitments. (a) The Borrower, with the prior consent of the Administrative Agent, shall have the right to request from time to time (by written notice to the Lenders) that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental B Term Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, so long as (w) no Default or Event of Default then exists or would result therefrom, (x) any Incremental B Term Loans are incurred on the date of the effectiveness of the respective Incremental B Term Commitment Agreement pursuant to which the related Incremental B Term Commitments are provided, (y) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental B Term Facility (assuming the full utilization of the Incremental B Term Commitments thereunder) may be incurred without violating the terms of any Permitted Junior Capital, any Permitted Senior Unsecured Notes, any other material debt of the Borrower or the documentation governing any such Indebtedness and (z) the Borrower and its subsidiaries are in compliance on a Pro Forma Basis with each of the covenants contained in Sections 7.11 and 7.12 (determined after giving effect to the full utilization of the commitments provided under such Incremental B Term Facility); it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental B Term Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental B Term Commitment and executed and delivered to the Administrative Agent an Incremental B Term Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental B Term Loans, (ii) any Lender (or, in the circumstances contemplated by clause (v) below, any other Person which will qualify as an Eligible Transferee) may so provide an Incremental B Term Commitment without the consent of any other Lender, (iii) each provision of Incremental B Term Commitments pursuant to this Section 1.14 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (v) below, Eligible Transferees who will become Lenders)) of at least $20,000,000 and in integral multiples of $5,000,000 in excess thereof, (iv) the aggregate amount of all Incremental B Term Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $200,000,000, (v) if the Borrower has first requested the then existing Lenders (other than Defaulting Lenders) to provide at least 75% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14, then the Borrower may request Incremental B Term Commitments from Persons reasonably acceptable to the Administrative Agent which would qualify as Eligible Transferees hereunder in an aggregate amount equal to the sum of (x) 25% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14 plus (y) if the Borrower has not received Incremental B Term Commitments in an aggregate amount equal to 75% of that aggregate amount of the Incremental B Term Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower in connection with its initial request), the amount of such deficiency, provided that any such Incremental B Term Commitment provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $1,000,000 (and with the fees to be paid to such Eligible Transferee to be no greater than those fees to be paid to the then existing Lenders (if any) providing Incremental B Term Commitments) and (vi) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent.

Incremental B Term Loan Commitments. (a) The So long as no Default ----------------------------------- or Event of Default then exists or would result therefrom, the Borrower, with the prior consent of the Administrative AgentAgent (which consent shall not be unreasonably withheld or delayed), shall have the right to request from time to time (by written notice to on one occasion on or before the Lenders) Incremental Commitment Expiry Date that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental B Term Loan Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, so long as (w) no Default or Event of Default then exists or would result therefrom, (x) any Incremental B Term Loans are incurred on the date of the effectiveness of the respective Incremental B Term Commitment Agreement pursuant to which the related Incremental B Term Commitments are provided, (y) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental B Term Facility (assuming the full utilization of the Incremental B Term Commitments thereunder) may be incurred without violating the terms of any Permitted Junior Capital, any Permitted Senior Unsecured Notes, any other material debt of the Borrower or the documentation governing any such Indebtedness and (z) the Borrower and its subsidiaries are in compliance on a Pro Forma Basis with each of the covenants contained in Sections 7.11 and 7.12 (determined after giving effect to the full utilization of the commitments provided under such Incremental B Term Facility); it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental B Term Loan Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental B Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental B Term Loan Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental B Term Loans, (ii) any Lender (or, in the circumstances contemplated by clause (v) below, any other Person which will qualify as an Eligible Transferee) may so provide an Incremental B Term Loan Commitment without the consent of any other Lender, (iii) each provision of the Incremental B Term Loan Commitments provided pursuant to this Section 1.14 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (v) below, Eligible Transferees who will become Lenders)) of at least $20,000,000 25,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof, (iv) the aggregate amount of all Incremental B Term Loan Commitments permitted to be provided pursuant to this Section 1.14 1.14, when combined with the aggregate amount of all Incremental Revolving Loan Commitments permitted to be provided pursuant to Section 1.15, shall not exceed $200,000,000100,000,000, (v) if if, after the Borrower has first requested the then existing Lenders (other than Defaulting Lenders) to provide at least 75% of the aggregate Incremental B Term Loan Commitments then being requested pursuant to this Section 1.14, then the Borrower may request Incremental B Term Commitments from Persons reasonably acceptable to the Administrative Agent which would qualify as Eligible Transferees hereunder in an aggregate amount equal to the sum of (x) 25% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14 plus (y) if the Borrower has not received Incremental B Term Loan Commitments in an aggregate amount equal to 75% of that aggregate amount of the Incremental B Term Loan Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower in connection with its initial requestas provided below), then the Borrower may request Incremental B Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount of equal to such deficiency, provided that any such Incremental B Term Loan Commitment provided by any such Eligible Transferee -------- which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $1,000,000 1,000,000, (and with the fees to be paid to such Eligible Transferee to be no greater than those fees to be paid vi) prior to the then existing Lenders (if any) providing Incremental B Term CommitmentsLoan Borrowing Date, the Borrower shall have certified to the Administrative Agent that the aggregate principal amount of all Incremental B Term Loans being incurred is permitted to be incurred under, and in accordance with, the Senior Subordinated Note Indenture (including, without limitation, by providing to the Administrative Agent (x) an officer's certificate of the Borrower's chief financial officer or treasurer demonstrating (in reasonable detail) that the incurrence of such Incremental B Term Loans may be incurred in accordance with, and will not violate the provisions of, the Senior Subordinated Note Indenture (including, to the extent applicable, the proviso to Section 4.03 of the Senior Subordinated Note Indenture), and (viy) the officers' certificate referred to in clause (6) of the definition of "Senior Debt" set forth in the Senior Subordinated Note Indenture), and (vii) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent.

Incremental B Term Loan Commitments. (a) The Borrower, with the prior consent of the Administrative Agent, shall have the right to request from time to time (by written notice to the Lenders) that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental B Term Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, so long as (w) no Default or Event of Default then exists or would result therefrom, (x) any Incremental B Term Loans are incurred on the date of the effectiveness of the respective Incremental B Term Commitment Agreement pursuant to which the related Incremental B Term Commitments are provided, (y) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental B Term Facility (assuming the full utilization of the Incremental B Term Commitments thereunder) may be incurred without violating the terms of any Permitted Junior Capital, any Permitted Senior Unsecured Notes, any other material debt of the Borrower or the documentation governing any such Indebtedness and (z) the Borrower and its subsidiaries are in compliance on a Pro Forma Basis with each of the covenants contained in Sections 7.11 and 7.12 (determined after giving effect to the full utilization of the commitments provided under such Incremental B Term Facility); it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental B Term Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental B Term Commitment and executed and delivered to the Administrative Agent an Incremental B Term Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental B Term Loans, (ii) any Lender (or, in the circumstances contemplated by clause (v) below, any other Person which will qualify as an Eligible Transferee) may so provide an Incremental B Term Commitment without the consent of any other Lender, (iii) each provision of Incremental B Term Commitments pursuant to this Section 1.14 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (v) below, Eligible Transferees who will become Lenders)) of at least $20,000,000 and in integral multiples of $5,000,000 in excess thereof, (iv) the aggregate amount of all Incremental B Term Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $200,000,000, (v) if the Borrower has first requested the then existing Lenders (other than Defaulting Lenders) to provide at least 75% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14, then the Borrower may request Incremental B Term Commitments from Persons reasonably acceptable to the Administrative Agent which would qualify as Eligible Transferees hereunder in an aggregate amount equal to the sum of (x) 25% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14 plus (y) if the Borrower has not received Incremental B Term Commitments in an aggregate amount equal to 75% of that aggregate amount of the Incremental B Term Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower in connection with its initial request), the amount of such deficiency, provided that any such Incremental B Term Commitment provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $1,000,000 (and with the fees to be paid to such Eligible Transferee to be no greater than those fees to be paid to the then existing Lenders (if any) providing Incremental B Term Commitments) and (vi) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent.

Incremental B Term Loan Commitments. (a) The BorrowerSo long as no Default or Event of Default then exists or would result therefrom, the Company shall, in consultation with the prior consent of the Administrative Agent, shall have the right to request from time to time on one (and, in the circumstances contemplated by written notice to clause (iv) below, a second) occasion on and after the Lenders) Fifth Amendment Effective Date that one or more Lenders Banks (and/or one or more other Persons which will would become Lenders Banks as provided below) provide Incremental B Term Loan Commitments and, subject to the terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, so long as (w) no Default or Event of Default then exists or would result therefrom, (x) any Incremental B Term Loans are incurred on the date of the effectiveness of the respective Incremental B Term Commitment Agreement pursuant to which the related Incremental B Term Commitments are provided, (y) the Borrower shall have demonstrated to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental B Term Facility (assuming the full utilization of the Incremental B Term Commitments thereunder) may be incurred without violating the terms of any Permitted Junior Capital, any Permitted Senior Unsecured Notes, any other material debt of the Borrower or the documentation governing any such Indebtedness and (z) the Borrower and its subsidiaries are in compliance on a Pro Forma Basis with each of the covenants contained in Sections 7.11 and 7.12 (determined after giving effect to the full utilization of the commitments provided under such Incremental B Term Facility); it being understood and agreed, however, that (i) no Lender Bank shall be obligated to provide an Incremental B Term Loan Commitment as a result of any such request by the BorrowerCompany, and until such time, if any, as such Lender Bank has agreed in its sole discretion to provide an Incremental B Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental B Term Loan Commitment Agreement as provided in clause (b) of this Section 1.141.15, such Lender Bank shall not be obligated to fund any Incremental B Term Loans, (ii) any Lender Bank (or, in the circumstances contemplated by clause (viv) below, any other Person which will qualify as is an Eligible Transferee) may so provide an Incremental B Term Loan Commitment without the consent of any other LenderBank, (iii) each the provision of Incremental B Term Loan Commitments pursuant to this Section 1.14 on a given date 1.15 shall be in a minimum aggregate amount (for all Lenders Banks (including including, in the circumstances contemplated by clause (viv) below, Eligible Transferees who will would become LendersBanks)) of at least $20,000,000 5,000,000, and in integral multiples of a maximum aggregate principal amount not to exceed $5,000,000 in excess thereof13,000,000, (iv) if, within 10 Business Days after the aggregate amount of all Company has requested the then existing Banks (other than Defaulting Banks) to provide Incremental B Term Loan Commitments permitted to be provided pursuant to this Section 1.14 shall not exceed $200,000,000, (v) if 1.15 the Borrower has first requested the then existing Lenders (other than Defaulting Lenders) to provide at least 75% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14, then the Borrower may request Incremental B Term Commitments from Persons reasonably acceptable to the Administrative Agent which would qualify as Eligible Transferees hereunder in an aggregate amount equal to the sum of (x) 25% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14 plus (y) if the Borrower Company has not received Incremental B Term Loan Commitments in an aggregate amount equal to 75% of that aggregate amount of the Incremental B Term Loan Commitments which the Borrower Company desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower in connection with its initial requestCompany as provided below), then the amount Borrower may, with the consent of such deficiencythe Administrative Agent (which consent shall not be unreasonably withheld or delayed), provided that any such request Incremental B Term Commitment provided by any Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $1,000,000 deficiency (and with the fees to be paid to such Eligible Transferee to be no greater than those fees to be paid to the then existing Lenders (if any) Banks providing Incremental B Term Loan Commitments), (v) prior to the Incremental B Term Loan Borrowing Date, the Company shall have certified to the Administrative Agent that the aggregate principal amount of the Incremental B Term Loan being incurred is permitted to be incurred under, and in accordance with, the Senior Subordinated Note Indenture (including, without limitation, by providing to the Administrative Agent an officer's certificate of the Company's chief financial officer or another financial officer satisfactory to the Administrative Agent demonstrating (in reasonable detail) that the incurrence of the Incremental B Term Loans on the Incremental B Term Loan Borrowing Date may be incurred in accordance with, and will not violate the provisions of, the Senior Subordinated Note Indenture), (vi) all of the proceeds of any Incremental B Term Loans shall be used to finance the Soundcoat Acquisition and to pay the fees and expenses incurred in connection therewith, and (vivii) all actions taken by the Borrower Company pursuant to this Section 1.14 1.15 shall be done in coordination with the Administrative Agent.

Incremental B Term Loan Commitments. (a) The BorrowerSo long as the Incremental Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, the Borrower shall have the right, in consultation and coordination with the prior Administrative Agent as to all of the matters set forth below in this Section 2.23 and with the consent of the Administrative Agent, shall have such consent not to be unreasonably withheld, but without requiring the right consent of any of the Lenders, to request at any time and from time to time (by written notice after the Closing Date and prior to the Lenders) date which is 12 months prior to the B Term Loan Maturity Date, that one or more Lenders (and/or one or more other Persons persons which will become Lenders as provided below) provide Incremental B Term Loan Commitments and, subject to the applicable terms and conditions contained in this Agreement, make Incremental B Term Loans pursuant thereto, so long as (w) no Default or Event of Default then exists or would result therefrom, (x) any Incremental B Term Loans are incurred on the date of the effectiveness of the respective Incremental B Term Commitment Agreement pursuant to which the related Incremental B Term Commitments are provided, (y) the Borrower shall have demonstrated thereto to the Administrative Agent’s reasonable satisfaction that the full amount of the respective Incremental B Term Facility (assuming the full utilization of the Incremental B Term Commitments thereunder) may be incurred without violating the terms of any Permitted Junior Capital, any Permitted Senior Unsecured Notes, any other material debt of the Borrower or the documentation governing any such Indebtedness and (z) the Borrower and its subsidiaries are in compliance on a Pro Forma Basis with each of the covenants contained in Sections 7.11 and 7.12 (determined after giving effect to the full utilization of the commitments provided under such Incremental B Term Facility)Borrower; it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental B Term Loan Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental B Term Loan Commitment and executed and delivered to the Administrative Agent an Incremental B Term Loan Commitment Agreement in respect thereof as provided in clause (b) of this Section 1.142.23, such Lender shall not be obligated to fund any Incremental B Term Loans, (ii) any Lender (or, in the circumstances contemplated by clause (v) below, including any other Person which person who will qualify as an Eligible Transfereebecome a Lender) may so provide an Incremental B Term Loan Commitment without the consent of any other Lender, (iii) each the provision of Incremental B Term Loan Commitments pursuant to this Section 1.14 on a given date 2.23 shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (v) below, Eligible Transferees any person who will become Lendersa Lender)) of at least $20,000,000 10,000,000 and in integral multiples of $5,000,000 1,000,000 in excess thereof, (iv) the aggregate amount of all Incremental B Term Loan Commitments permitted to be provided pursuant to this Section 1.14 2.23, when combined with the aggregate amount of all Incremental Revolving Credit Commitments provided pursuant to Section 2.22, shall not exceed $200,000,00050,000,000, (v) if the Borrower has first requested the then existing Lenders (other than Defaulting Lenders) all B Term Loans provided pursuant to provide at least 75% of the aggregate an Incremental B Term Commitments then being requested pursuant Loan Commitment shall be deemed to this Section 1.14, then be part of the Borrower may request Incremental same Tranche as the existing B Term Commitments from Persons reasonably acceptable to Loans hereunder and (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement and the Administrative Agent which would qualify as Eligible Transferees hereunder in an aggregate amount equal to the sum of (x) 25% of the aggregate Incremental B Term Commitments then being requested pursuant to this Section 1.14 plus (y) if the Borrower has not received Incremental B Term Commitments in an aggregate amount equal to 75% of that aggregate amount of the Incremental B Term Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided other applicable Loan Documents and shall be secured by the Borrower in connection relevant Security Documents, and guaranteed under each relevant Guarantee Agreement, on a pari passu basis with its initial request), the amount of all other Obligations secured by each such deficiency, provided that any Security Document and guaranteed under each such Incremental B Term Commitment provided by any such Eligible Transferee which is not already a Lender shall be in a minimum amount (for such Eligible Transferee) of at least $1,000,000 (and with the fees to be paid to such Eligible Transferee to be no greater than those fees to be paid to the then existing Lenders (if any) providing Incremental B Term Commitments) Guarantee Agreement and (vi) all actions taken by the Borrower pursuant to this Section 1.14 2.23 shall be done in coordination with the Administrative Agent.