Common use of Supplemental Term Loans Clause in Contracts

Supplemental Term Loans. The Borrower shall give the Administrative Agent an irrevocable prior written notice in the form attached hereto as Exhibit B-2 (a "Notice of Term Loan Borrowing") prior to Noon (Charlotte time) on the Amendment and Restatement Closing Date requesting that the Lenders with a Term Loan Commitment with respect to the Supplemental Term Loans make the Supplemental Term Loans on such date. To the extent the Supplemental Term Loans are not funded on such date, the Borrower shall be responsible for the payment to the Administrative Agent (for the pro rata benefit of any financial institution holding a commitment with respect to the Supplemental Term Loans) any amount required to be paid pursuant to Section 5.9 hereof, as if the Administrative Agent held the entire Term Loan Commitment with respect to the Supplemental Term Loans. Upon receipt of such Notice of Term Loan Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender with a Term Loan Commitment with respect to the Supplemental Term Loans to make the Supplemental Term Loans thereof. Not later than 3:00 p.m. (Charlotte time) on the Amendment and Restatement Closing Date, each such Lender will make available to the Administrative Agent for the account of the Borrower, at the office of the Administrative Agent in immediately available funds, the amount of such Supplemental Term Loans to be made by such Lender on such borrowing date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Supplemental Term Loans in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower.

Supplemental Term Loans. The Borrower shall give (a) In addition to, and not in limitation of, the Administrative Agent an irrevocable prior written notice in the form attached hereto as Exhibit B-2 (a "Notice of existing Supplemental Term Loan Borrowing") outstanding immediately prior to Noon the Amendment No. 3 Effective Date and the Revolving Loans which have been previously made and may hereafter be made (Charlotte timesubject to the terms of the Loan Agreement) by Agent and Lenders to Borrowers, at Borrowers' and Guarantors' request, as a one-time accommodation to Borrowers, Lenders have agreed to make additional Supplemental Term Loans to Borrowers as follows: (i) on the Amendment and Restatement Closing Date requesting that the No. 3 Effective Date, Lenders with a Term Loan Commitment with respect to the Supplemental Term Loans shall make the Supplemental Term Loans on such date. To the extent the Supplemental Term Loans are not funded on such date, the Borrower shall be responsible for the payment to the Administrative Agent (for the pro rata benefit their Pro Rata Share of any financial institution holding a commitment with respect to the Supplemental Term Loans) any amount required to be paid pursuant to Section 5.9 hereof, as if the Administrative Agent held the entire Term Loan Commitment with respect to the Supplemental Term Loans. Upon receipt of such Notice of Term Loan Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender with a Term Loan Commitment with respect to the additional Supplemental Term Loans to make the Supplemental Term Loans thereof. Not later than 3:00 p.m. (Charlotte time) on the Amendment and Restatement Closing Date, each such Lender will make available to the Administrative Agent for the account of the Borrower, at the office of the Administrative Agent Borrowers in immediately available funds, the an aggregate amount of $5,500,000 and (ii)on such date that Agent has received evidence satisfactory to Agent that Borrowers have received Xxxxxxxx Contributions in an aggregate amount of not less than $1,500,000 and provided no Default or Event of Default shall have occurred and be continuing, Lenders shall make their Pro Rata Share of additional Supplemental Term Loans to Borrowers in an aggregate amount of $1,500,000 (i.e., after giving effect thereto, the total Supplemental Term Loans then outstanding shall be in the aggregate amount of $10,000,000). The Supplemental Term Loans made pursuant to this Amendment shall be added to and consolidated with the Supplemental Term Loan outstanding immediately prior to the Amendment No. 3 Effective Date and, as so consolidated, shall constitute the Supplemental Term Loan for all purposes of the Loan Agreement and the other Financing Agreements, shall be secured by all of the Collateral and shall be made by such Lender on such borrowing datewithin the limits of the Maximum Credit. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Supplemental Term Loans Loan made by Lenders to Borrowers from and after the Amendment No. 3 Effective Date shall be used by Borrowers, and Agent shall accordingly apply all of such proceeds, solely to repay to Agent, for the benefit of Lenders, then outstanding Revolving Loans. (b) Borrowers shall pay interest to Agent, for the benefit of Lenders, on the outstanding principal amount of the Supplemental Term Loan (including, without limitation, that portion of the Supplemental Term Loan made by Lenders to Borrowers pursuant to this Amendment) at an annual interest rate equal to the Prime Rate plus two and one-half percent (2.5%) and otherwise in immediately available funds by wire transfer accordance with Section 3.1 of the Loan Agreement. Notwithstanding anything to such Person the contrary set forth in the Loan Agreement, the Supplemental Term Loan shall at all times constitute a Prime Rate Loan and Borrowers shall have no right to elect to convert the Supplemental Term Loan, or Persons as may any portion thereof, to a Eurodollar Rate Loan. (c) Borrowers shall have the right to prepay the Supplemental Term Loan, or any portion thereof, at any time without premium or penalty, provided that, Borrowers shall have no right to re-borrow any amounts of the Supplemental Term Loan which are at any time prepaid. Subject to Borrowers' obligation to make mandatory prepayments of the Supplemental Term Loan in accordance with paragraph 4(d) below, unless earlier demanded in accordance with the terms of the Loan Agreement, the outstanding principal balance of the Supplemental Term Loan shall be designated by due and payable in full to Agent, for the Borrowerbenefit of Lenders, without notice or demand, [*]. In addition to, and not in limitation of, all other Events of Default set forth in Section 10 of the Loan Agreement, failure of Borrowers to pay the Supplemental Term Loan in full to Agent on or before [*] shall constitute an additional Event of Default under the Loan Agreement. (d) Notwithstanding anything to the contrary contained in paragraph 4(c) of this Amendment, Borrowers shall be obligated to make a mandatory prepayment of the Supplemental Term Loan upon the occurrence of the Rotorex Real Property Sale, the Xxxxxx Sale and/or the IAQ Sale, in each case in accordance with the provisions of paragraph 5 of this Amendment.

Supplemental Term Loans. The (a) Subject to the conditions set forth in Section 4 and in accordance with the terms hereof, the Increasing Tranche G Lender agrees to make, in Dollars, in a single draw, a term loan (each such term loan, a “Supplemental Tranche G Term Loan”) to the Borrower in an aggregate principal amount not to exceed its Supplemental Tranche G Commitment as such amount may be adjusted or reduced pursuant to the terms hereof. Each Supplemental Tranche G Term Loan shall, except as set forth herein, be, and be subject to the provisions applicable to, Tranche G Term Loans for all purposes of the Credit Agreement and the other Loan Documents: For the avoidance of doubt, the Supplemental Tranche G Term Loans shall give the Administrative Agent be considered an irrevocable prior written notice increase in the form attached hereto as Exhibit B-2 (a "Notice of Term Loan Borrowing") prior to Noon (Charlotte time) on the Amendment and Restatement Closing Date requesting that the Lenders with a Term Loan Commitment with respect to the Supplemental Tranche G Term Loans make the Supplemental and shall not be considered a separate Tranche of Tranche G Term Loans on such date. To under the extent the Supplemental Term Loans are not funded on such date, the Borrower shall be responsible for the payment to the Administrative Agent Credit Agreement. (for the pro rata benefit of any financial institution holding a commitment with respect to the Supplemental Term Loansb) any amount required to be paid pursuant to Section 5.9 hereof, as if the Administrative Agent held the entire Term Loan Commitment with respect to the Supplemental Term Loans. Upon receipt of such Notice of Term Loan Borrowing from the Borrower, the Administrative Agent shall promptly notify each Lender with a Term Loan Commitment with respect to the Supplemental Term Loans to make the Supplemental Term Loans thereof. Not later than 3:00 p.m. (Charlotte time) on the Amendment and Restatement Closing Date, each such The Increasing Tranche G Lender will make an amount equal to its pro rata share of the Supplemental Tranche G Term Loans available to the Administrative Agent for the account of the Borrower, Borrower at the office of the Administrative Agent specified in Section 11.2 of the Credit Agreement prior to 10:00 A.M., New York City time, on the Third Increase Supplement Effective Date in funds immediately available funds, to the amount of such Supplemental Term Loans to be made by such Lender Administrative Agent. The Administrative Agent shall on such borrowing date. The date credit the account of the Borrower hereby irrevocably authorizes on the books of the Administrative Agent to disburse with the proceeds aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower in respect of such borrowing a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Third Increase Supplement Effective Date, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2(c) shall be conclusive in the absence of manifest error. (d) On the Third Increase Supplement Effective Date, the Supplemental Tranche G Term Loans incurred on such date that are SOFR Loans shall be allocated to the then outstanding Borrowings of SOFR Loans and the Supplemental Tranche G Term Loans incurred on such date that are ABR Loans shall be allocated to the then outstanding Borrowings of ABR Loans, with the effect that: (A) the Supplemental Tranche G Term Loans allocated to SOFR Loans shall be added to (and thereafter be deemed to constitute a part of) such SOFR Loans, with an Interest Period that ends on the same date as the Interest Period for such SOFR Loans to which they are added and (B) the Supplemental Tranche G Term Loans allocated to ABR Loans shall be added to (and thereafter be deemed to constitute part of) such ABR Loans, and be subject to the same Alternate Base Rate as such ABR Loans to which they are added. The Administrative Agent shall (and is hereby authorized to) take all appropriate actions in immediately available funds connection with the incurrence of Supplemental Tranche G Term Loans on the Third Increase Supplement Effective Date to ensure that the Supplemental Tranche G Term Loans are treated in the manner contemplated by wire transfer to such Person or Persons as may be designated by the Borrowerthis Section 2(d).

Supplemental Term Loans. (a) Subject to the conditions set forth in Section 4B and in accordance with the terms hereof, each Increasing Tranche G Lender agrees to make, in Dollars, in a single draw on or prior to the Outside Date (the funding date of such draw, the “Supplemental Tranche G Funding Date”), a term loan (each such term loan, a “Supplemental Tranche G Term Loan”) to the Borrower in an aggregate principal amount not to exceed its Supplemental Tranche G Commitment as such amount may be adjusted or reduced pursuant to the terms hereof. Each Supplemental Tranche G Term Loan shall, except as set forth herein, be, and be subject to the provisions applicable to, Tranche G Term Loans for all purposes of the Credit Agreement and the other Loan Documents: For the avoidance of doubt, the Supplemental Tranche G Term Loans shall be considered an increase in the Tranche G Term Loans and shall not be considered a separate Tranche of Tranche G Term Loans under the Credit Agreement. (b) On the Outside Date, all outstanding unused Supplemental Tranche G Commitments shall automatically terminate if the Supplemental Tranche G Funding Date shall not have occurred on or prior to the Outside Date. On the Supplemental Tranche G Funding Date, following the funding of the Tranche G Term Loans requested on such date, any remaining unused Supplemental Tranche G Commitments shall automatically terminate. (c) The Borrower shall give the Administrative Agent an irrevocable prior written notice in (which notice must have been received by the form attached hereto as Exhibit B-2 (a "Notice of Term Loan Borrowing") Administrative Agent prior to Noon (Charlotte 12:00 P.M., New York City time, and shall be irrevocable after funding) on the Amendment and Restatement Closing Date requesting that the Lenders with a Term Loan Commitment with respect Business Day prior to the Supplemental Tranche G Funding Date, specifying the amount of the Supplemental Tranche G Term Loans make the Supplemental Term Loans on such date. To the extent the Supplemental Term Loans are not funded on such date, the Borrower shall be responsible for the payment to the Administrative Agent (for the pro rata benefit of any financial institution holding a commitment with respect to the Supplemental Term Loans) any amount required to be paid pursuant to Section 5.9 hereof, as if the Administrative Agent held the entire Term Loan Commitment with respect to the Supplemental Term Loansborrowed. Upon receipt of such Notice of Term Loan Borrowing from the Borrowernotice, the Administrative Agent shall promptly notify each Increasing Tranche G Lender with a Term Loan Commitment with respect to the Supplemental Term Loans to make the Supplemental Term Loans thereof. Not later than 3:00 p.m. (Charlotte time) on the Amendment and Restatement Closing Date, each such Each Increasing Tranche G Lender will make an amount equal to its pro rata share of the Supplemental Tranche G Term Loans available to the Administrative Agent for the account of the Borrower, Borrower at the office of the Administrative Agent specified in Section 11.2 of the Credit Agreement prior to 10:00 A.M., New York City time, on the Supplemental Tranche G Funding Date in funds immediately available funds, to the amount of such Supplemental Term Loans to be made by such Lender Administrative Agent. The Administrative Agent shall on such borrowing date. The date credit the account of the Borrower hereby irrevocably authorizes on the books of the Administrative Agent to disburse with the proceeds aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. (d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower in respect of such borrowing a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Supplemental Tranche G Funding Date, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2(d) shall be conclusive in the absence of manifest error. (e) On the Supplemental Tranche G Funding Date, the Supplemental Tranche G Term Loans incurred on such date that are Eurodollar Loans shall be allocated to the then outstanding Borrowings of Eurodollar Loans and the Supplemental Tranche G Term Loans incurred on such date that are ABR Loans shall be allocated to the then outstanding Borrowings of ABR Loans, with the effect that: (A) the Supplemental Tranche G Term Loans allocated to Eurodollar Loans shall be added to (and thereafter be deemed to constitute a part of) such Eurodollar Loans, with an Interest Period that ends on the same date as the Interest Period for such Eurodollar Loans to which they are added and (B) the Supplemental Tranche G Term Loans allocated to ABR Loans shall be added to (and thereafter be deemed to constitute part of) such ABR Loans, and be subject to the same Alternate Base Rate as such ABR Loans to which they are added. The Administrative Agent shall (and is hereby authorized to) take all appropriate actions in immediately available funds connection with the incurrence of Supplemental Tranche G Term Loans on the Supplemental Tranche G Funding Date to ensure that the Supplemental Tranche G Loans are treated in the manner contemplated by wire transfer to such Person or Persons as may be designated by the Borrowerthis Section 2(e).