Common use of Term Loan C Clause in Contracts

Term Loan C. To the extent there is any Revolver Commitment, Term Loan A Principal Debt, or Term Loan B Principal Debt outstanding, any Term Loan C Lender, at its option, may elect not to accept such partial prepayment under this SECTION 2.7 (other than SECTION 2.7(d)) (such Lender being a "DECLINING C LENDER"), in which event the provisions of the next sentence shall apply. On the prepayment date, an amount equal to that portion of the prepayment amount available to prepay Term Loan C Lenders (less any amounts that would otherwise be payable to Declining C Lenders) shall be applied ratably to prepay Term Loan C Principal Debt owed to Term Loan C Lenders other than Declining C Lenders and any amounts that would otherwise have been applied to prepay Term Loan C Principal Debt owing to Declining C Lenders shall instead be applied ratably to prepay the remaining Term Loan A Principal Debt and Term Loan B Principal Debt, and reduce the Revolver Commitment as provided in SECTIONS 2.7(b) through 2.7(f); PROVIDED FURTHER, that upon prepayment in full of Term Loan C Principal Debt owing to Term Loan C Lenders other than Declining C Lenders the remainder of any prepayment amount that is to be applied to Term Loan C Principal Debt shall be applied ratably to prepay Term Loan C Principal Debt owing to Declining C Lenders. Any Term Loan C Lender may elect not to accept its ratable share of a partial prepayment by giving written notice to the Administrative Agent not later than 11:00 a.m. Dallas, Texas time on the Business Day immediately preceding the scheduled prepayment date.

Term Loan C. To the extent there is any Revolver Commitment, Term Loan A Principal Debt, or Term Loan B Principal Debt outstanding, any Term Loan C Lender, at its option, may elect not to accept such partial prepayment under this SECTION 2.7 (other than SECTION 2.7(d)) Section 3.3 (such Lender being a "DECLINING Declining C LENDERLender"), in which event the provisions of the next sentence shall apply. On the prepayment date, an amount equal to that portion of the prepayment amount available to prepay Term Loan C Lenders (less any amounts that would otherwise be payable to Declining C Lenders) shall be applied ratably to prepay Term Loan C Principal Debt owed to Term Loan C Lenders (other than Declining C Lenders Lenders) and any amounts that would otherwise have been applied to prepay Term Loan C Principal Debt owing to Declining C Lenders shall instead be applied ratably to prepay the remaining Term Loan A Principal Debt and Term Loan B Principal Debt, and reduce the Revolver Commitment as provided in SECTIONS 2.7(bSections 3.3(b) through 2.7(f3.3(d); PROVIDED FURTHERprovided further, that upon prepayment in full of Term Loan C Principal Debt owing to Term Loan C Lenders other than Declining C Lenders the remainder of any prepayment amount that is to be applied to Term Loan C Principal Debt shall be applied ratably to prepay Term Loan C Principal Debt owing to Declining C Lenders. Any Term Loan C Lender may elect not to accept its ratable share of a partial prepayment by giving written notice to the Administrative Agent not later than 11:00 a.m. Dallas, Texas time on the Business Day immediately preceding the scheduled prepayment date.

Term Loan C. To Subject to the terms and conditions herein, each Term Loan C Lender severally agrees to lend to the Borrower on the Effective Date (as defined in the First Amendment) an amount in Dollars equal to such Term Loan C Lender's Term Loan C Pro Rata Share of the Term Loan C Borrowing. Not later than 11:00 a.m. New York City time (A) three Business Days prior to such Effective Date if the Borrower requests that the Term Loan C Borrowing initially bear interest by reference to the Eurodollar Rate and (B) one Business Day prior to such Effective Date if the Borrower requests that the Term Loan C Borrowing initially bear interest by reference to the Base Rate, the Borrower shall deliver a notice to the Agent, which notice shall specify whether the Term Loan C Borrowing initially shall bear interest by reference to the Eurodollar Rate or the Base Rate, and if at the Eurodollar Rate, the initial Interest Period therefor. The Agent shall give each Term Loan C Lender prompt notice thereof by telecopier. Upon fulfillment of the applicable conditions set forth in the First Amendment, each Term Loan C Lender shall, before 12:00 noon New York City time on the Effective Date of the First Amendment, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02, in same day funds, such Term Loan C Lender's Term Loan C Pro Rata Share of the Term Loan C Borrowing. After the Agent receives such funds, the Agent will, not later than 5:00 p.m. New York City time on such Effective Date, make such funds available to the Borrower at the Agent's aforesaid address. Unless the Agent receives notice from a Term Loan C Lender prior to such Effective Date that such Lender will not make available to the Agent such Lender's Term Loan C Pro Rata Share of the Term Loan C Borrowing to be made on such Effective Date, the Agent may assume that such Lender has made its respective share available to the Agent on such Effective Date in accordance herewith and the Agent may, in reliance upon such assumption, make available to the Borrower on such Effective Date a corresponding amount. If and to the extent there that such Lender fails to make its respective share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is any Revolver Commitmentmade available to the Borrower until the date such amount is repaid to the Agent, at (a) in the case of the Borrower, the interest rate applicable at the time to such Borrowing and (b) in the case of such Lender, the Federal Funds Rate until the third Business Day after demand by the Agent to such Lender for such repayment and thereafter at the rate applicable at the time to such Term Loan A Principal DebtC Borrowing. If such Lender shall repay to the Agent such corresponding amount, or such amount so repaid shall constitute such Lender's Advance as part of such Term Loan B Principal Debt outstandingC Borrowing for purposes of this Agreement and the Borrower shall thereupon be excused from making the repayment described in the preceding sentence. All obligations of the Lenders hereunder shall be several, but not joint. The failure of any Lender to make the Advance to be made by it as part of any Term Loan C LenderBorrowing shall not relieve any other Lender of its obligation, at if any, hereunder to make its option, may elect not to accept Advance as part of such partial prepayment under this SECTION 2.7 (other than SECTION 2.7(d)) (such Lender being a "DECLINING C LENDER"), in which event the provisions of the next sentence shall apply. On the prepayment date, an amount equal to that portion of the prepayment amount available to prepay Term Loan C Lenders (less any amounts that would otherwise be payable to Declining C Lenders) Borrowing, but no Lender shall be applied ratably to prepay Term Loan C Principal Debt owed to Term Loan C Lenders other than Declining C Lenders and any amounts that would otherwise have been applied to prepay Term Loan C Principal Debt owing to Declining C Lenders shall instead be applied ratably to prepay responsible for the remaining Term Loan A Principal Debt and Term Loan B Principal Debt, and reduce the Revolver Commitment as provided in SECTIONS 2.7(b) through 2.7(f); PROVIDED FURTHER, that upon prepayment in full of Term Loan C Principal Debt owing to Term Loan C Lenders other than Declining C Lenders the remainder failure of any prepayment amount that is other Lender to be applied to Term Loan C Principal Debt shall be applied ratably to prepay Term Loan C Principal Debt owing to Declining C Lenders. Any Term Loan C Lender may elect not to accept its ratable share of a partial prepayment by giving written notice to the Administrative Agent not later than 11:00 a.m. Dallas, Texas time make any such Advance on the Business Day immediately preceding the scheduled prepayment datesuch Effective Date."

Term Loan C. To the extent there is any Revolver Commitment, Term Loan A Principal Debt, or Term Loan B Principal Debt outstanding, any Term Loan C Lender, at its option, may elect not to accept such partial prepayment under this SECTION 2.7 (other than SECTION 2.7(d)) 3.3 (such Lender being a "DECLINING C LENDER"), in which event the provisions of the next sentence shall apply. On the prepayment date, an amount equal to that portion of the prepayment amount available to prepay Term Loan C Lenders (less LESS any amounts that would otherwise be payable to Declining C Lenders) shall be applied ratably to prepay Term Loan C Principal Debt owed to Term Loan C Lenders other than (OTHER THAN Declining C Lenders Lenders) and any amounts that would otherwise have been applied to prepay Term Loan C Principal Debt owing to Declining C Lenders shall instead be applied ratably to prepay the remaining Term Loan A Principal Debt and Term Loan B Principal Debt, and reduce the Revolver Commitment as provided in SECTIONS 2.7(b3.3(b) through 2.7(f3.3(d); PROVIDED FURTHER, that upon prepayment in full of Term Loan C Principal Debt owing to Term Loan C Lenders other than OTHER THAN Declining C Lenders the remainder of any prepayment amount that is to be applied to Term Loan C Principal Debt shall be applied ratably to prepay Term Loan C Principal Debt owing to Declining C Lenders. Any Term Loan C Lender may elect not to accept its ratable share of a partial prepayment by giving written notice to the Administrative Agent not later than 11:00 a.m. Dallas, Texas time on the Business Day immediately preceding the scheduled prepayment date.

Term Loan C. To the extent there is any Revolver Commitment, Term Loan A Principal Debt, or Term Loan B Principal Debt outstanding, any Each Term Loan C Lender, at severally, agrees to lend to Borrowers on the Closing Date its optionPro Rata Share of Term Loan C which is in the aggregate amount of $15,000,000. Term Loan C shall be funded in one drawing; it being understood however, may elect not that as to accept each Term Loan C Lender that is also a Subordinated Creditor such partial prepayment under this SECTION 2.7 (other than SECTION 2.7(d)) (such Lender being a "DECLINING C LENDER"), funding shall be made in which event the provisions of the next sentence shall apply. On the prepayment date, an amount equal to that portion of the prepayment amount available to prepay such Term Loan C Lenders (less any amounts that would otherwise be payable Lender's Commitment by the satisfaction of an equivalent amount of the existing debt owed by Recoton to Declining C Lenders) shall be applied ratably to prepay such Term Loan C Principal Debt owed to Term Loan C Lenders other than Declining C Lenders Lender. Amounts borrowed under this subsection 2.1(A)(3) and any repaid or prepaid may not be reborrowed. Borrowers shall make principal payments in the amounts that would otherwise have been applied to prepay Term Loan C Principal Debt owing to Declining C Lenders shall instead be applied ratably to prepay of the remaining Term Loan A Principal Debt and Term Loan B Principal Debt, and reduce the Revolver Commitment as provided in SECTIONS 2.7(b) through 2.7(f); PROVIDED FURTHER, that upon prepayment in full applicable Scheduled Installments of Term Loan C Principal Debt owing to (or such lesser principal amount of Term Loan C Lenders other as shall then be outstanding) on the dates set forth below. On the second anniversary of the Closing Date, Borrowers shall repay the principal amount of Term Loan C, in the amount by which the Maximum Revolving Loan Amount exceeds the Revolving Loan by more than Declining C Lenders $45,000,000; provided that in calculating such repayment the remainder accounts payables have been paid in the ordinary course of any prepayment amount that is to be applied to business consistent with historical customary payment practices (the foregoing calculation being “Term Loan C Principal Debt Repayment Restriction”). The Administrative Borrower shall be applied ratably to prepay Term Loan C Principal Debt owing to Declining C Lenders. Any Term Loan C Lender may elect not to accept its ratable share of a partial prepayment by giving written notice deliver to the Administrative Agent not later than 11:00 a.m. Dallasa written statement (the “Repayment Certification”) certified by the chief financial officer of the Administrative Borrower five Business Days prior to making such Scheduled Installment, Texas time (i) setting forth in reasonable detail the basis for calculating the amounts by which the Maximum Revolving Loan Amount exceeds the Revolving Loan on the Business Day date of payment of the Scheduled Installment and (ii) stating that the accounts payables have been paid in the ordinary course of business consistent with historical customary payment practices, which written statement shall be in form and substance satisfactory to the Administrative Agent. If Borrowers can not repay the full principal amount of the Term Loan C on the second anniversary of the Closing Date as a result of the application of the Term Loan C Repayment Restriction, then Borrowers shall repay the remaining outstanding principal amount of Term Loan C, if any, in twelve equal monthly installments until paid in full commencing on the last day of the first month after the second anniversary of the Closing Date; provided, however, that to the extent that the Borrowers cannot repay the full amount of an installment when due as a result of the application of the Term Loan C Repayment Restriction (the amount not able to be paid being referred to as the “Shortfall”) then the Shortfall shall be carried forward and added to the immediately preceding succeeding Scheduled Installment. Each Scheduled Installment (other than the scheduled prepayment datefinal installment) shall be subject to the Term Loan C Repayment Restriction and to the delivery of a Repayment Certification. The final Scheduled Installment shall be due and payable on October 31, 2003.