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 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.

Term Loan C. To The Borrower hereby unconditionally promises to pay to Agent for the extent there is any Revolver Commitmentaccount of each Lender the Accreted Principal Amount as of this Seventh Amendment Effective Date or, Term Loan A Principal Debtif less, or Term Loan B Principal Debt outstanding, any the outstanding principal balance of the Term Loan C LenderAdvance as follows: (i) $2,500,000 on August 1, 2009 and monthly installments of $1,250,000, commencing on September 1, 2009 and continuing on the first day of each month thereafter until the Term Loan C is paid in full; (ii) All prepayments of principal with respect to the Term Advance must be paid in cash and shall be applied to the most remote principal installation or installations then unpaid; and (iii) On the applicable Maturity Date, the entire unpaid principal balance of the Term C Notes and all unpaid interest accrued thereon shall also be fully due and payable in cash only. Each payment date stated in (i) and (iii) above are hereinafter referred to as a “Term Loan C Payment Date”). (A) the Borrower shall have given the Agent notice of its intention to make such payment using common stock, which notice shall be irrevocable, no later than three (3) Business Days prior to the Term Loan C Payment Date and (B) the common stock used for payment shall be immediately transferable without restriction, subject to applicable securities laws, provided that prior to the Term Loan C Payment Date, Borrower has provided Company with a certificate customary for sales under Rule 144 and an Opinion of Counsel in form and substance acceptable to the Borrower opining that Borrower may immediately sell such shares in accord with Rule 144 (and if such opinion and certificate is not received by the Borrower prior to the Term Loan Payment Date and the Borrower does not have an effective shelf registration statement on file with the SEC with sufficient availability thereunder, then shares issued in payment will be restricted shares or Lenders may instead choose to require the Borrower to add such payment to the outstanding principal amount by providing the Borrower with written notice thereof at its option, may elect not least one (1) Business Day prior to accept such partial prepayment under this SECTION 2.7 (other than SECTION 2.7(d)) (such Lender being a "DECLINING the Term Loan C LENDER")Payment Date, in which event case it shall be due on the provisions of Maturity Date)(C) if the next sentence shall apply. On Volume-Weighted Average Price for such stock is less than $0.50 per share, the prepayment date, an Lenders may instead choose to require Company to add such payment to the outstanding principal amount equal by providing the Borrower with written notice thereof at least one (1) Business Day prior to that portion of the prepayment amount available to prepay Term Loan C Lenders Payment Date, in which case it will be due on the Maturity Date; and (less any amounts that would otherwise be payable to Declining C LendersD) the common stock used for payment shall be applied ratably delivered to prepay the Agent within three (3) Business Days following the Term Loan C Principal Debt owed to Payment Date (“Term Loan C Lenders other than Declining C Lenders and any amounts that would otherwise have been applied to prepay Stock Delivery Date”). In the event common stock satisfying the requirements in the immediately preceding sentence is not delivered on or before the Term Loan C Principal Debt owing Stock Delivery Date after notice has been given by the Borrower pursuant to Declining C Lenders clause (A) of such sentence and each of the other conditions in clauses (B), (C) and (D) has been satisfied, any amounts unpaid as a result thereof shall instead be applied ratably bear interest at the interest rate determined pursuant 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(bSection 2.6(c) plus two percent (2%) through 2.7(f); PROVIDED FURTHERthe last day of the month in which such shares are delivered. Notwithstanding anything in this Section 2.3(c) to the contrary, that upon prepayment in full the event the Borrower at the time of a Term Loan C Principal Debt owing Payment Date is not able to make a payment under Section 2.3(c)(i) using common stock of the Borrower under the Marketplace Rules of the Nasdaq Stock Market, any principal payment due on such 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 Payment Date 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 due and payable on the Business Day immediately preceding the scheduled prepayment dateMaturity 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 other Lender to make any such Advance on such Effective Date." (d) Section 2.06 is amended by adding a new subsection (a)(iii) 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.read as follows:

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 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 Pursuant to the extent there is any Revolver Commitmentterms of this Agreement, Term Loan A Principal Debt, or Term Loan B Principal Debt outstanding, any Lender shall make Term Loan C Lenderto Borrower on the Closing Date, at its option, may elect not to accept such partial prepayment under this SECTION 2.7 upon the following terms and conditions: (other than SECTION 2.7(d)i) (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 evidenced by a promissory note, substantially in the form of Exhibit B, with appropriate insertions (“Term Loan C Principal Debt owed Note”), payable to the order of Lender and representing the obligation of Borrower to pay the unpaid principal amount of Term Loan C, duly executed and delivered on behalf of Borrower, in the principal amount of Term Loan C. Lender is authorized to record the date and amount of each payment or prepayment of principal thereof in its records or on the grid schedule annexed to Term Loan C Lenders Note; provided, however, that the failure of Lender to set forth each payment and other than Declining C Lenders and information shall not in any amounts that would otherwise have been applied manner affect the obligation of Borrower to prepay repay Term Loan C Principal Debt owing to Declining C Lenders shall instead be applied ratably to prepay in accordance with 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 terms of Term Loan C Principal Debt owing to Note and this Agreement. Term Loan C Lenders other than Declining C Lenders Note, the remainder grid schedule and the books and records of any prepayment amount that is to be applied to Lender shall constitute presumptive evidence of the information so recorded absent manifest error. Term Loan C Principal Debt Note shall (x) be applied ratably dated the Closing Date, (y) be stated to prepay mature on the Term Loan C Principal Debt owing to Declining C Lenders. Any Maturity Date, and (z) be payable in (1) 12 consecutive equal monthly installments of interest only, commencing on May 1, 2015 and continuing on the first day of each of the next 11 consecutive calendar months thereafter, and (2) 36 consecutive equal fully-amortizing monthly installments of principal and interest, commencing on May 1, 2016 and continuing on the first day of each of the next 35 consecutive calendar months thereafter; and (ii) On the Term Loan C Maturity Date, Borrower shall immediately pay to Lender may elect not to accept its ratable share the then outstanding aggregate principal amount of a partial prepayment by giving written notice Term Loan C, together with interest accrued thereon to the Administrative Agent not later than 11:00 a.m. Dallas, Texas time on the Business Day immediately preceding the scheduled prepayment datedate of payment.