364 Day Facility Sample Clauses

364 Day Facility. The Borrower agrees to pay to the Administrative Agent, for the account of the Lenders, a non-refundable facility fee (the "364 DAY FACILITY FEE") at a rate per annum equal to the Applicable Percentage for Facility Fee for the 364 Day Facility on the average daily amount of the aggregate 364 Day Facility Commitment during the applicable period, regardless of usage. The 364 Day Facility Fee shall apply to the period commencing on the Closing Date and ending 36 on the termination of the 364 Day Facility Commitment and shall be payable in arrears on the last Business Day of each calendar quarter for the immediately preceding calendar quarter (or portion thereof), beginning with the first such date to occur after the Closing Date. Such 364 Day Facility Fee shall be distributed by the Administrative Agent to the Lenders PRO RATA in accordance with the Lenders' respective 364 Day Facility Commitment Percentages.

364 Day Facility. (a) Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances to the Borrower, from time to time from the Closing Date until the 364 Day Termination Date on a pro rata basis as to the total borrowing requested by the Borrower under the 364 Day Facility on any day determined by its Applicable Commitment Percentage up to but not exceeding the 364 Day Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent, in accordance with the terms of this Agreement, has accelerated the maturity of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each Advance, the principal amount of Outstanding 364 Day Obligations shall not exceed the Total 364 Day Commitment. Within such limits, the Borrower may borrow, repay and reborrow hereunder, on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the 364 Day Termination Date; provided, however, that (x) no Eurodollar Loan shall be made which has an Interest Period that extends beyond the 364 Day Termination Date and (y) each Eurodollar Loan may, subject to the provisions of Section 2.08, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 3.05.

364 Day Facility. Each Lender severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Closing Date to but not including the 364-Day Facility Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the 364-Day Facility Revolving Credit Commitment of such Lender as in effect from time to time (such Loans being herein called "364-DAY FACILITY REVOLVING CREDIT LOANS"); PROVIDED THAT (i) the 364-Day Facility Revolving Credit Loans outstanding shall not exceed $105,000,000 prior to the consummation of the Second Acquisition and satisfaction of the Second Acquisition Conditions Precedent; and (ii) in no event shall the 364-Day Facility Revolving Credit Loans at any time outstanding exceed the aggregate amount of the 364-Day Facility Revolving Credit Commitments as in effect from time to time. Subject to the terms and conditions of this Agreement, during such period the Company may borrow, repay and reborrow the amount of the 364-Day Facility Revolving Credit Commitments by means of Prime Rate Loans and LIBOR Loans and may Convert 364-Day Facility Revolving Credit Loans of one Type into 364-Day Facility Revolving Credit Loans of another Type (as provided in Section 2.8 hereof).

364 Day Facility. 2.1 364-Day Facility Loan. On the terms and conditions set forth in this Credit Agreement, and so long as no Event of Default or Potential Default has occurred (or if a Potential Default or an Event of Default has occurred, it has been waived in writing by the Administrative Agent pursuant to the provisions of Section 16.10 hereof), each of the Syndication Parties severally agrees to advance funds under the 364-Day Facility (each a "364-DAY ADVANCE") upon receipt of a 364-Day Funding Notice from time to time during the 364-Day Facility Availability Period, subject to the following limits: 2.1.1 Individual Syndication Party 364-Day Commitment. No Syndication Party shall be required or permitted to make a 364-Day Advance which would exceed its Individual 364-Day Lending Capacity as in effect at the time of the Administrative Agent's receipt of the 364-Day Borrowing Notice requesting such Advance.

364 Day Facility. Subject to the terms and conditions hereof, each 364 Day Bank severally agrees to make revolving credit loans under the 364 Day Facility in either Dollars or one or more Optional Currencies (the "364 Day Loans") to the Borrowers on a joint and several basis from time to time during the 364 Day Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the amount of such Bank's 364 Day Commitment; provided, that (i) after giving effect to each such 364 Day Loan the aggregate Dollar Equivalent amount of 364 Day Loans from such Bank shall not exceed such Bank's 364 Day Commitment, and (ii) no 364 Day Loan to which the Base Rate applies shall be made in an Optional Currency. The 364 Day Commitments may be terminated or reduced from time to time pursuant to Section 2.14. Within the foregoing limits, the Borrowers may during such Commitment Period borrow, repay and reborrow under the 364 Day Commitments, subject to and in accordance with the terms and limitations hereof.

364 Day Facility. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.07 thereof, or if later, the most recent financial statements delivered pursuant to Section 5.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such other documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Administrative Agent to take such action as such agent on its behalf and to exercise such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (vi) confirms that it is an Eligible Assignee; (vii) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Services of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate by an applicable tax treaty, and (viii) has supplied the information requested on the administrative questionnaire provided by the Administrative Agent.

364 Day Facility. (a) Any Event of Default (as defined in the 364 Day Facility) has occurred and is continuing. (b) Paragraph (a) shall only apply where the Guarantors under this Agreement are not Guarantors under and as defined in the 364 Day Facility.

364 Day Facility. (i) Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make loans and advances hereunder (the “364-Day Facility Term Loans”) to the Borrowers from time to time during the period from the date of this Agreement up to but not including the 364-Day Facility Term Loan Commitment Termination Date in an aggregate principal amount not to exceed at any time outstanding the 364-Day Facility Amount. (ii) Each 364-Day Facility Term Loan which shall not utilize the 364-Day Facility Amount in full shall be in an amount of not less than Two Hundred Thousand Dollars ($200,000), provided that each LIBOR Rate Loan shall be in an amount which is not less than Five Hundred Thousand Dollars ($500,000). Each 364-Day Facility Term Loan shall be made by each Lender in the proportion which that Lenders Commitment bears to the total amount of all of the Lenders Commitments with respect to such Loan. (iii) Within the limits of this Agreement, the Borrowers may borrow and repay and reborrow under this Section 2.01(b). The 364-Day Facility Term Loans may be outstanding, at the Borrowers option, as either Alternate Base Rate Loans or LIBOR Rate Loans. Each type of Loan shall be made and maintained at such Lender’s Lending Office for such type of Loan. The failure of any Lender to make any requested 364-Day Facility Term Loan to be made by it on the date specified for such Loan shall not relieve any other Lender of its obligation (if any) to make such Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make such Loans to be made by such other Lender. -13- (iv) Reduction of Commitment. The Borrowers shall have the right, upon at least ten (10) Business Days’notice to Agent, to terminate in whole or reduce in part the unused portion of the 364-Day Facility Amount provided that each partial reduction shall be in the amount of at least One Million Dollars ($1,000,000), and provided further that no reduction shall be permitted if, after giving effect thereto, and to any prepayment made therewith, the outstanding and unpaid principal amount of the Loans shall exceed the 364-Day Facility Amount. In the event of such reduction, Lenders Commitments will be reduced on a pro rata basis.

364 Day Facility. Subject to the terms and conditions of this Agreement, each of the Banks severally agrees to make loans (each loan made by an individual Bank pursuant to this Section 2.01 a "364 Day Facility Advance" and the total of all such loans made by all the Banks at the same time, the "364 Day Facility Loans") to Borrower from time to time during the period from the Closing Date to the 364 Day Facility Maturity Date, provided that (1) with respect to all Banks, the aggregate principal amount of all 364 Day Facility Loans outstanding at any time does not exceed the amount equal to (a) the Total 364 Day Facility Commitment, minus (b) the aggregate principal amount of all Bid Loans outstanding at such time, minus (c) the Total Letter of Credit Obligations all determined at such time; (2) with respect to each Bank, the aggregate principal amount of such Bank's 364 Day Facility Advances outstanding at any time does not exceed the amount equal to (a) such Bank's Individual 364 Day Facility Commitment, minus (b) such Bank's Bid Advances outstanding at such time, minus (c) such Bank's Individual Letter of Credit Obligations all determined at such time. Each 364 Day Facility Loan, with the specific exception of Advances made pursuant to Section 3.04, will be made by the Banks ratably in proportion to their then existing Individual Unused 364 Day Facility Commitments bears to the total of all Banks' then existing Individual Unused 364 Day Facility Commitments determined as of (1) in the case of LIBOR Loans, 12:00 noon (Central Time) on the Banking Day Borrower delivers the 364 Day Borrowing Notice pursuant to which Borrower requests such LIBOR Loan, and (2) in the case of Base Loans, 12:00 noon (Central Time) on the Banking Day Borrower delivers the 364 Day Borrowing Notice pursuant to which Borrower requests such Base Loan.

364 Day Facility. Each Lender severally agrees, on the terms and conditions of this Agreement, to make loans to the Company in Dollars during the period from and including the Closing Date to but not including the 364-Day Facility Revolving Credit Commitment Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding the amount of the 364-Day Facility Revolving Credit Commitment of such Lender as in effect from time to time (such Loans being herein called "364-DAY FACILITY REVOLVING CREDIT LOANS"); PROVIDED THAT in no event shall the 364-Day Facility Revolving Credit Loans at any time outstanding exceed the aggregate amount of the 364-Day Facility Revolving Credit Commitments as in effect from time to time. Subject to the terms and conditions of this Agreement, during such period the Company may borrow, repay and reborrow the amount of the 364-Day Facility Revolving Credit Commitments by means of Prime Rate Loans and LIBOR Loans and may Convert 364-Day Facility Revolving Credit Loans of one Type into 364-Day Facility Revolving Credit Loans of another Type (as provided in Section 2.8 hereof).