Common use of Required Terms Clause in Contracts

Required Terms. The terms and provisions (including interest rates and call protection) of any Additional FILO Loans shall be as agreed between the Lead Borrower and the Lenders or Eligible Assignees providing such Additional FILO Loans; provided that: (i) such Additional FILO Loans shall not have any obligors other than the Loan Parties; (ii) such Additional FILO Loans shall not have a maturity date earlier than the latest Maturity Date for any Revolving Commitments and shall not have scheduled amortization in excess of 5% per annum of the original principal amount thereof; (iii) no Borrower may prepay Additional FILO Loans except as permitted by Section 2.05(a); (iv) Additional FILO Loans may provide for incremental advance rates different from those applicable to the Revolving Commitments so long as such advance rates do not permit the Total Revolving Exposure plus the aggregate principal amount of FILO Loans to exceed the Borrowing Base that would result if the advance rates set forth in clauses (a) through (f) of the definition of “Borrowing Base” were each 100%; and (v) except as otherwise set forth in this clause (d), the terms of any such Additional FILO Loans shall be reasonably acceptable to the Administrative Agent (it being understood that, with the consent of the Administrative Agent and the Borrower, class voting provisions requiring the consent of the Required FILO Lenders may be added for the benefit of Lenders with FILO Loans with respect to amendments that would result in an increase in the Borrowing Base).

Required Terms. The terms terms, provisions and provisions (including interest rates documentation of the Term Loans and call protection) Term Commitments of any Additional FILO Loans Class shall be as agreed between the Lead Borrower and the applicable Term Lenders or Eligible Assignees providing such Additional FILO Loans; provided thatTerm Commitments. In any event: (i) such Additional FILO the Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Loans shall not have and any obligors other than the Loan PartiesTerm Loans; (iiB) such Additional FILO Loans shall not have a maturity date mature earlier than the latest Revolving Maturity Date for any at the time of incurrence of such Term Loans and no scheduled principal or amortization payments shall be required in respect of such Term Loans prior to the Revolving Commitments and shall not have Maturity Date at the time of incurrence of such Term Loans, other than scheduled amortization in excess of no greater than five percent (5% %) per annum of the original principal amount thereofof such Term Loans; provided that, at no time shall there be Term Loans hereunder which have more than three different maturity dates unless the Administrative Agent otherwise consents to more than three different maturity dates; (iiiC) no shall have an applicable rate, fees, premiums and, subject to Section 2.17(e)(i)(B) and Section 2.17(e)(i)(F), amortization determined by the Borrower may prepay Additional FILO Loans except as permitted by Section 2.05(a)and the applicable Term Lenders; (ivD) Additional FILO Loans may provide for incremental advance rates different from except as provided in Section 2.17(e)(i)(C) above, shall have mandatory prepayments, representations and warranties, covenants and events of default that are the same as, or no more restrictive on the Credit Parties (as determined by the Administrative Agent in its reasonable discretion) than, those applicable to the Revolving Commitments so long as such advance rates do not permit the Total Revolving Exposure plus the aggregate principal amount of FILO Loans to exceed the Borrowing Base that would result if the advance rates set forth in clauses this Agreement prior to the applicable Term Loan Facility Closing Date unless any more restrictive mandatory prepayments, representations and warranties, covenants and events of default are incorporated into this Agreement on the applicable Term Loan Facility Closing Date; (aE) through may participate on a pro rata basis or less than pro rata basis (fbut not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the definition of “Borrowing Base” were each 100%applicable Term Loan Amendment; and (vF) except as otherwise set forth shall provide that any mandatory prepayments or amortization payments in this clause (d), the terms respect of any such Additional FILO Term Loans shall only be reasonably acceptable to the Administrative Agent required if either (it being understood that, with the consent x) each of the Administrative Agent FCF Payment Conditions is satisfied on a pro forma basis after giving effect to such payments and the Borroweramount of such payment does not exceed one hundred percent (100%) of Distributable Free Cash Flow at the time made, class voting provisions requiring the consent or (y) each of the Required FILO Lenders may be added for the benefit of Lenders with FILO Loans with respect Unlimited Payment Conditions is satisfied on a pro forma basis after giving effect to amendments that would result in an increase in the Borrowing Base)such payments.

Required Terms. The terms terms, provisions and provisions (including interest rates documentation of the Term Loans and call protection) Term Commitments of any Additional FILO Loans Class shall be as agreed between the Lead Borrower and the Lenders or Eligible Assignees applicable Term Banks providing such Additional FILO Loans; provided thatTerm Commitments. In any event: (i) such Additional FILO the Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Loans shall not have and any obligors other than the Loan PartiesTerm Loans; (iiB) such Additional FILO Loans shall not have a maturity date mature earlier than the latest Latest Maturity Date for at the time of incurrence of such Term Loans and no scheduled principal or amortization payments shall be required in respect of such Term Loans except to the extent such payments would not cause the Weighted Average Life to Maturity of such Term Loans at any Revolving Commitments and shall not have scheduled amortization in excess of 5time to be shorter than 50% per annum of the original principal amount thereofnumber of years remaining until the Revolving Maturity Date in effect; provided that, at no time shall there be Term Loans hereunder which have more than three different maturity dates unless the Administrative Agent otherwise consents to more than three different maturity dates; (iiiC) no shall have an applicable rate, fees, premiums and, subject to Section 2.11(e)(i)(B) and Section 2.11(e)(i)(F), amortization determined by the Borrower may prepay Additional FILO Loans except as permitted by Section 2.05(a)and the applicable Term Banks; (ivD) Additional FILO Loans may provide for incremental advance rates different from except as provided in Section 2.11(e)(i)(C) above, shall have mandatory prepayments, representations and warranties, covenants and events of default that are the same as, or no more restrictive on the Credit Parties (as determined by the Administrative Agent in its reasonable discretion) than, those applicable to the Revolving Commitments so long as such advance rates do not permit the Total Revolving Exposure plus the aggregate principal amount of FILO Loans to exceed the Borrowing Base that would result if the advance rates set forth in clauses this Agreement prior to the applicable New Term Loan Facility Closing Date unless any more restrictive mandatory prepayments, representations and warranties, covenants and events of default are incorporated into this Agreement on the applicable New Term Loan Facility Closing Date; (aE) through may participate on a pro rata basis or less than pro rata basis (fbut not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the definition of “Borrowing Base” were each 100%applicable Term Loan Amendment; and (vF) except as otherwise set forth shall provide that any mandatory prepayments or amortization payments in this clause (d), the terms respect of any such Additional FILO Term Loans shall only be reasonably acceptable to the Administrative Agent (it being understood that, with the consent required if at least 20% of the Administrative Agent Total Revolving Commitment are unused and the Borrower, class voting provisions requiring the consent of the Required FILO Lenders may available to be added for the benefit of Lenders with FILO Loans with respect drawn on a pro forma basis after giving effect to amendments that would result in an increase in the Borrowing Base)such payments.