FILO Loans. Subject to the terms and conditions set forth herein, each FILO Lender severally agrees to make loans (each such loan, a “FILO Loan”) to the Borrowers from time to time, on the first day of each FILO Draw Period or, if the conditions precedent to the making of any FILO Loan have not been satisfied or waived in accordance with Section 2.18(c) (the “FILO Borrowing Conditions”) as of such date, on the first Business Day during such FILO Draw Period that the FILO Borrowing Conditions have been satisfied or waived in accordance herewith, in an aggregate outstanding amount equal to the Aggregate FILO Facility Commitments as of such date; provided, that in no event shall the principal amount of the FILO Loans of any FILO Lender exceed its FILO Facility Commitment.
FILO Loans. On each FILO Facility Payment Date, the Borrowers shall cause all FILO Loans to be repaid in full in accordance with Section 2.18.
FILO Loans. Each FILO Lender agrees to make loans (or designate outstanding Revolving Loans on a cashless basis as described below) (“FILO Loans”) to the Borrower once during the FILO Draw Availability Period in an amount not to exceed such FILO Lender’s FILO Percentage of the FILO Commitments, and in an aggregate principal amount that will not result in (A) the aggregate outstanding FILO Loans exceeding the total FILO Borrowing Base or (B) the Aggregate Credit Exposure exceeding the total Commitments; provided that, subject to the foregoing sub-clauses (A) and (B), to the extent that there are Revolving Loans outstanding on the FILO Funding Date that would exceed the aggregate Revolving Facility Commitments (after giving effect to the FILO Loans to be disbursed on the FILO Funding Date pursuant to the FILO Commitments) then such excess outstanding Revolving Loans shall automatically be designated as FILO Loans hereunder (not to exceed the FILO Commitments) and allocated to each FILO Lender in accordance with its FILO Percentage of the FILO Commitments (and the Lenders’ percentages in outstanding Revolving Loans shall be adjusted to give effect to such FILO Loans). FILO Loans that have been borrowed and repaid may not be reborrowed.
FILO Loans. Subject to satisfaction of the Specified Transaction Conditions with respect to any applicable prepayment, the Borrower may, upon written notice to the Administrative Agent and the FILO Agent, from time to time voluntarily prepay FILO Loans; provided that (1) such written notice must be received by the Administrative Agent and the FILO Agent not later than 2:00 p.m. (Boston, Massachusetts time) three (3) Business Days prior to any date of prepayment of the FILO Loans and (2) any prepayment of FILO Loans shall be in a principal amount of at least $1,000,000. Each such notice shall specify the date and amount of such prepayment of FILO Loans. The FILO Agent will promptly notify each FILO Lender of its receipt of each such notice, and of the amount of such FILO Lender’s ratable portion of such prepayment (based on such FILO Lender’s Pro Rata Share). If such notice is given by the Borrower, the Borrower shall make such prepayment specified in such notice shall be due and payable on the date specified therein, subject to compliance with the Specified Transaction Conditions. Each prepayment of FILO Loans permitted under this clause (iii) shall (x) be accompanied by the applicable FILO Prepayment Premium, if any, required by the FILO Fee Letter and all accrued but unpaid interest thereon, and (y) be applied to reduce the scheduled repayments required pursuant to Section 2.05(b)(iii) in direct order of maturity.
FILO Loans. On the terms and subject to the conditions contained in this Agreement, each FILO Lender severally agrees to make a term loan in Dollars (each, a “FILO Loan”) to the Borrower on the Third Amendment Effective Date in a principal amount equal to such FILO Lender’s FILO Commitment. FILO Loans made pursuant to this Agreement and repaid or prepaid may not be reborrowed.
FILO Loans. (a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Joint FILO Lender agrees (severally, not jointly or jointly and severally) to make first-in last-out revolving loans in Dollars ("Joint FILO Loans") to a member of the Joint Borrower Group in an amount at any one time outstanding not to exceed the lesser of:
(i) such Lender's Joint FILO Commitment, or
(ii) such Lender's Pro Rata Share of an amount equal to the lesser of:
(A) the amount equal to (1) the Maximum FILO Amount, less (2) the sum of (x) the Joint Letter of Credit Usage predicated on the FILO Subline Amount at such time, plus (y) the German Usage predicated on the FILO Subline Amount at such time, plus (z) the Swiss Usage predicated on the FILO Subline Amount at such time, and
(B) the amount equal to (1) the Joint FILO Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(e)), less (2) the Joint Letter of Credit Usage predicated on the FILO Subline Amount at such time.
(b) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each German FILO Lender agrees (severally, not jointly or jointly and severally) to make first-in last-out revolving loans in Dollars ("German FILO Loans") to the German Borrower in an amount at any one time outstanding not to exceed the lesser of:
(i) such Lender's German FILO Commitment, or
(ii) such Lender's Pro Rata Share of an amount equal to the least of:
(A) the amount equal to (1) the lesser of the German Sublimit and the Maximum FILO Amount, less (2) the German Letter of Credit Usage at such time predicated on the FILO Subline Amount,
(B) the amount equal to (1) the German FILO Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(e)), less (2) the German Letter of Credit Usage at such time predicated on the FILO Subline Amount, and
(C) the amount equal to (1) the FILO Subline Amount less (2) the sum of (x) the German Letter of Credit Usage at such time predicated on the FILO Subline Amount, plus (y) Joint Usage at such time predicated on the FILO Subline Amount, plus (z) Swiss Usage at such time predicated on the FILO Subline Amount.
(c) Subject to the terms and conditions of this Agreement, and d...
FILO Loans. At any time the Revolving Loan balance is equal to zero, the applicable Borrower Group may prepay the principal of any applicable FILO Loan at any time in whole or in part, without premium or penalty.
FILO Loans. The FILO Lenders made term loans in Dollars (each, a “FILO Loan”) to the Borrower under the Existing Credit Agreement in an aggregate original principal amount equal to $100,000,000, the full balance of which remains outstanding on the Second Restatement Date. For the avoidance of doubt, such “FILO Loans” made pursuant to the Existing Credit Agreement shall remain outstanding and be deemed FILO Loans under, and shall be subject to the terms and conditions of, this Agreement. FILO Loans that are repaid or prepaid may not be reborrowed.
FILO Loans. The following is inserted into the Loan Request as Section 2.1.8:
