Common use of FILO Credit Facility Clause in Contracts

FILO Credit Facility. (a) Notwithstanding anything to the contrary contained in this Agreement, so long as no Default or Event of Default exists or would immediately result therefrom, at any time after the Third Restatement Date, the Loan Party Agent may request a separate “first-in, last out” credit facility provided by one or more Lenders or other Eligible Assignees as agree to hold “first-in, last out” commitments (the “FILO Lenders”) that are subject to a separate “first-in, last out” incremental borrowing base (collectively, the “FILO Credit Facility”), which FILO Credit Facility, subject to Section 5.5 (as amended in accordance with Section 2.4(b)(i)), shall constitute U.S./European Facility Obligations (and Obligations) for all purposes under the Loan Documents (including for the purposes of being secured by the applicable Collateral and being guaranteed by the U.S./European Facility Loan Parties). The Agent shall promptly notify the Lenders of each such request and the Lenders shall respond thereto in the same manner specified for any Commitment increase requests in Section 2.1.4. The Agent shall notify Lenders and Loan Party Agent of the responses to such request and any actions to arrange for other Eligible Assignees to serve as FILO Lenders in the same manner specified for commitment increases in Section 2.1.4. Any FILO Lender participating in the FILO Credit Facility which is not then a Lender (or an Affiliate of such Lender engaged in the ordinary course of its business in extending commercial loans) shall be subject to the prior approval of the Agent and the Loan Party Agent (such consent not to be unreasonably withheld or delayed).

FILO Credit Facility. (a) Notwithstanding anything to the contrary contained in this Agreement, so long as no Default or Event of Default exists or would immediately result therefrom, at any time after the Third Restatement Closing Date, the Loan Party Agent Lead Borrower may request a separate “first-in, last out” credit facility provided by one or more Lenders or other Eligible Assignees as agree to hold “first-in, last out” commitments (the “FILO Lenders”) that are subject to a separate “first-in, last out” incremental borrowing base (collectively, the “FILO Credit Facility”), which FILO Credit Facility, subject to Section 5.5 8.03 (as amended in accordance with Section 2.4(b)(i2.18(b)(i)), shall constitute U.S./European Facility Obligations (and Secured Obligations) for all purposes under the Loan Documents (including for the purposes of being secured by the applicable Collateral and being guaranteed by the U.S./European Facility Loan Parties). The Administrative Agent shall promptly notify the Lenders of each such request and the Lenders shall respond thereto in the same manner specified for any Commitment increase requests in Section 2.1.42.15(b). The Administrative Agent shall notify Lenders and Loan Party Agent Lead Borrowers of the responses to such request and any actions to arrange for other Eligible Assignees to serve as FILO Lenders in the same manner specified for commitment increases in Section 2.1.42.15(c). Any FILO Lender participating in the FILO Credit Facility which is not then a Lender (or an Affiliate of such Lender engaged in the ordinary course of its business in extending commercial loans) shall be subject to the prior approval of the Administrative Agent and the Loan Party Agent Lead Borrower (such consent not to be unreasonably withheld or delayed).

FILO Credit Facility. (a) Notwithstanding anything to the contrary contained in this Agreement, so long as at any time after the Second Amendment Effective Date, provided no Default or Event of Default then exists or would immediately result arise therefrom, at any time after upon notice to the Third Restatement DateAgent (which shall promptly notify the Lenders), the Loan Party Agent Lead Borrower may request a separate “first-in, last out” credit facility provided by one or more Lenders or other Eligible Assignees as agree to hold “first-in, last out” commitments (the “FILO Lenders”) that are subject to a separate “first-in, last out” incremental borrowing base (collectively, the “FILO Credit Facility”), which FILO Credit Facility, subject to Section 5.5 7.3 (as amended in accordance with Section 2.4(b)(i2.30(b)(i)), shall constitute U.S./European Facility Obligations (and Obligations) for all purposes under the Loan Documents (including for the purposes of being secured by the applicable Collateral and being guaranteed by the U.S./European Facility Loan PartiesBorrowers). The Agent shall promptly notify the Lenders of each such request and the Lenders shall respond thereto in the same manner specified for any Commitment increase requests in Section 2.1.42.29(a). The Agent shall notify Lenders and Loan Party Agent the Lead Borrower of the responses to such request and any actions to arrange for other Eligible Assignees to serve as FILO Lenders in the same manner specified for commitment increases in Section 2.1.42.29(c). Any FILO Lender participating in the FILO 69[69] Credit Facility which is not then a Lender (or an Affiliate of such Lender engaged in the ordinary course of its business in extending commercial loans) shall be subject to the prior approval of the Agent and the Loan Party Agent Lead Borrower (such consent not to be unreasonably withheld or delayed).

FILO Credit Facility. (a) Notwithstanding anything to the contrary contained in this Agreement, so long as no Default or Event of Default exists or would immediately result therefrom, at any time after the Third Restatement Effective Date, the Loan Party Agent Borrowers may request a separate “first-in, last out” credit facility provided by one or more Lenders or and/or other Eligible Assignees as agree to hold “first-in, last out” commitments (the “FILO Lenders”) that are subject to a separate “first-in, last out” incremental borrowing base (collectively, the “FILO Credit Facility”), which FILO Credit Facility, subject to Section 5.5 5.6.2 (as amended in accordance with Section 2.4(b)(i2.1.8(b)(i)), shall constitute U.S./European Facility Obligations (and Secured Obligations) for all purposes under the Loan Documents (including for the purposes of being secured by the applicable Collateral and being guaranteed by the U.S./European Facility Loan PartiesObligors). The Agent shall promptly notify the Lenders of each such request and the Lenders shall respond thereto in the same manner specified for any Commitment increase requests in Section 2.1.42.1.7. The Agent shall notify Lenders and Loan Party Agent Borrowers of the responses to such request and any actions to arrange for Lenders and/or other Eligible Assignees to serve as FILO Lenders in the same manner specified for commitment increases in Section 2.1.42.1.7. Any FILO Lender participating in the FILO Credit Facility which is not then a Lender (or an Affiliate of such Lender engaged in the ordinary course of its business in extending commercial loans) shall be subject to the prior approval of the Agent and the Loan Party Agent Borrowers (such consent not to be unreasonably withheld or delayed).

FILO Credit Facility. (a) Notwithstanding anything to the contrary contained in this Agreement, so long as no Default or Event of Default exists or would immediately result therefrom, at any time after the Third Restatement Date, the Loan Party Agent may request a separate “first-in, last out” credit facility provided by one or more Lenders or other Eligible Assignees as agree to hold “first-in, last out” commitments (the “FILO Lenders”) that are subject to a separate “first-in, last out” incremental borrowing base (collectively, the “FILO Credit Facility” and any loans made pursuant to such FILO Credit Facility, the “FILO Credit Facility Loans”), which FILO Credit Facility, subject to Section 5.5 (as amended in accordance with Section 2.4(b)(i)), shall constitute U.S./European Facility Obligations (and Obligations) for all purposes under the Loan Documents (including for the purposes of being secured by the applicable Collateral and being guaranteed by the U.S./European Facility Loan Parties). The Agent shall promptly notify the Lenders of each such request and the Lenders shall respond thereto in the same manner specified for any Commitment increase requests in Section 2.1.4. The Agent shall notify Lenders and Loan Party Agent of the responses to such request and any actions to arrange for other Eligible Assignees to serve as FILO Lenders in the same manner specified for commitment increases in Section 2.1.4. Any FILO Lender participating in the FILO Credit Facility which is not then a Lender (or an Affiliate of such Lender Xxxxxx engaged in the ordinary course of its business in extending commercial loans) shall be subject to the prior approval of the Agent and the Loan Party Agent (such consent not to be unreasonably withheld or delayed).