Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period of such Lenders to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 5 contracts

Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period of such Lenders to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ~~set forth in~~ ensures that it does not qualify as attracting funds from the ~~definition of~~ “~~professional market party~~public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 4 contracts

Samples: Five Year Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, ~~the Tranche A Borrowers~~ a Borrower may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period ~~of such Lenders~~ or the Tranche B Availability Period, as applicable, to make offers to make Money Market Loans in US United States Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing (i) the Total Outstandings applicable to ~~the Tranche A Borrowers~~ TMCC shall not exceed the Aggregate Tranche A Commitments and (ii) the Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche B Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When ~~any Tranche A~~ a Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the ~~appropriate~~ Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable ~~Tranche A~~ Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each ~~Tranche A~~ Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market ~~Quotes made by a Tranche A Borrower~~Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s 's Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such Tranche A Borrower,~~ the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the applicable Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be ~~US$~~$5,000,000 or a larger multiple of ~~US$~~$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable ~~Eurocurrency~~ Eurodollar Rate (the “"Money Market Margin”") offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “"Money Market Absolute Rate”") offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable ~~Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than ~~10:00~~ 9:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or ~~9:00~~ 10:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable ~~Tranche A~~ Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “"Notice of Money Market Borrowing”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000; and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of ~~US$~~$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 2 contracts

Samples: Five Year Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant~~ borrowings of Syndicated Loans, at any time prior to ~~Section 2.1,~~ the ~~Tranche A Borrowers~~ Commitment Termination Date any Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market Loans ~~in US Dollars~~ to such ~~Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower in Dollars. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and ~~the applicable~~ such Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03. Money Market Loans may be LIBOR Market Loans or Set Rate Loans, provided that: (i) there may be no more than ten different Interest Periods for both Syndicated Loans and Money Market Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); and (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments at such time. (b) When any ~~Tranche A~~ Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it such Borrower shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice (a “Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ”) so as to be received no later than ~~9:00~~ 11:00 a.m. New York time on (x) the fourth Business Day prior to the date of ~~Borrowing~~ borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of ~~Borrowing~~ borrowing proposed therein, in the case of ~~an Absolute~~ a Set Rate Auction (or, in ~~either~~ any such case, such other time or and date as ~~such~~ the relevant Borrower and the Administrative ~~Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the Majority Banks, may agree). Any Borrower may request offers to make Money Market Loans for up to three different Interest Periods in a single notice (for which purpose Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); provided that the request for each separate Interest Period shall be deemed to be a separate Money Market Quote Request for a separate borrowing (a “Money Market Borrowing”). Each such notice shall be substantially in the ~~first LIBOR Auction or Absolute Rate Auction for which such change is~~ form of Exhibit D hereto and shall specify as to ~~be effective) specifying:~~ each Money Market Borrowing: (i) the name of the Borrower and the proposed date of ~~Borrowing~~such borrowing, which shall be a Business Day, ; (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000~~ at least $5,000,000 (or a larger multiple of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) hereof to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; (iii) the duration of the Interest Period applicable thereto~~, subject to the provisions of the definition of Interest Period, and~~ ; (iv) whether the Money Market Quotes requested for a particular Interest Period are seeking quotes for LIBOR Market Loans or Set Rate Loans; and (v) if the Money Market Quotes requested are seeking quotes for Set Rate Loans, the date on which the Money Market Quotes are to ~~set forth a~~ be submitted if it is before the proposed date of borrowing (the date on which such Money Market ~~Margin or a Money Market Absolute Rate~~Quotes are to be submitted is called the “Quotation Date”). ~~The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period~~ Except as otherwise provided in ~~a single Money Market Quote Request. No~~ this Section 2.03(b), no Money Market Quote Request shall be given within five Business Days (or such other number of days as ~~such~~ the relevant Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) ~~Promptly upon receipt of~~ (i) Each Bank may submit one or more Money Market Quotes, each containing an offer to make a Money Market Loan in response to any Money Market Quote Request; provided that, ~~the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes~~if any Borrower’s request under Section 2.03(b) hereof specified more than one Interest Period, ~~which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit~~ such Bank may make a single submission containing one or more Money Market Quotes ~~offering to make the Money Market Loans to which~~ for each such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A BorrowerInterest Period. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than (x) ~~1:00~~ 2:00 p.m. New York time on the fourth Business Day prior to the proposed date of ~~Borrowing~~borrowing, in the case of a LIBOR Auction or (y) ~~9:00~~ 10:00 a.m. New York time on the ~~proposed date of Borrowing~~Quotation Date, in the case of ~~an Absolute~~ a Set Rate Auction (or, in ~~either~~ any such case, such other time or and date as ~~such Tranche A Borrower,~~ the relevant Borrower and the Administrative ~~Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~Majority Banks, may agree); provided that any Money Market ~~Quotes~~ Quote may be submitted by ~~the Administrative Agent~~ Citibank (or ~~any Affiliate of the Administrative Agent~~its Applicable Lending Office) ~~in the capacity of a Lender may be submitted, and may~~ only ~~be submitted,~~ if ~~the Administrative Agent~~ Citibank (or such ~~Affiliate~~ Applicable Lending Office) notifies ~~such~~ the relevant Borrower of the terms of the offer ~~or offers~~ contained therein not later than ~~15 minutes~~ (x) 1:00 p.m. New York time on the fourth Business Day prior to the ~~deadline for~~ proposed date of borrowing, in the ~~other Lenders~~case of a LIBOR Auction or (y) 9:45 a.m. New York time on the Quotation Date, in the case of a Set Rate Auction. Subject to ~~Articles IV~~ Sections 5.02(b), 5.03, 6.02 and ~~VII~~9 hereof, any Money Market Quote so made shall be irrevocable except with the ~~written~~ consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the relevant Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (American General Finance Inc), 364 Day Credit Agreement (American General Finance Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant~~ borrowings of Syndicated Loans, at any time prior to ~~Section 2.1~~the Commitment Termination Date, ~~the Tranche A Borrowers~~ any Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such~~ Lenders to make offers to make Money Market Loans ~~in US Dollars~~ to such ~~Borrower; provided, however, that after giving effect to~~ Borrower in Dollars or in any ~~Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Alternative Currency. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03. Money Market Loans may be LIBOR Market Loans or Set Rate Loans (each a “Type” of Money Market Loan), provided that: (i) there may be no more than 20 different Interest Periods for both Syndicated Loans and Money Market Loans outstanding at the same time (for which purpose (x) Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous and (y) Loans denominated in different Currencies shall be deemed to have different Interest Periods); and (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments then in effect. (b) When ~~any Tranche A~~ a Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Lenders) notice (a “Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ”) so as to be received no later than ~~9:00 a.m. on~~ (x) 11:00 a.m. New York time on the fifth Business Day prior to the date of borrowing proposed therein, in the case of a LIBOR Auction, (y) 12:00 noon London time on the fourth Business Day prior to the date of ~~Borrowing~~ borrowing proposed ~~therein,~~ therein in the case of a ~~LIBOR~~ Set Rate Auction in respect of Money Market Loans denominated in an Alternative Currency or (yz) the Business Day next preceding the date of ~~Borrowing~~ borrowing proposed ~~therein,~~ therein in the case of ~~an Absolute~~ a Set Rate Auction ~~(or,~~ in ~~either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date~~ respect of ~~the~~ Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, Loans denominated in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute RateDollars. The applicable Borrower may request offers to make Money Market Loans for ~~more than one~~ up to three different Interest ~~Period~~ Periods in a single notice (for which purpose (x) Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous and (y) Money Market Loans denominated in different Currencies shall be deemed to have different Interest Periods); provided that the request for each separate Interest Period or Currency shall be deemed to be a separate Money Market Quote ~~Request~~Request for a separate borrowing (a “Money Market Borrowing”). No Each such notice shall be substantially in the form of Exhibit E hereto and shall specify as to each Money Market Borrowing: (i) the name of the Borrower, the Currency of such Borrowing and the proposed date of such borrowing, which shall be a Business Day; (ii) the aggregate amount of such Money Market Borrowing, which shall be an integral multiple of $1,000,000 and not less than $5,000,000 (or, in the case of a Borrowing of Money Market Loans denominated in an Alternative Currency, the Foreign Currency Equivalent thereof (rounded to the nearest 1,000 units of such Alternative Currency)) but shall not cause the limits specified in Section 2.03(a) hereof to be violated; (iii) the duration of the Interest Period applicable thereto; (iv) whether the Money Market Quotes requested for a particular Interest Period are seeking quotes for LIBOR Market Loans or Set Rate Loans; and (v) if the Money Market Quotes requested are seeking quotes for Set Rate Loans denominated in Dollars, the date on which the Money Market Quotes are to be submitted (the date on which such Money Market Quotes are to be submitted is called the “Quotation Date”). Except as otherwise provided in this Section 2.03(b), no Money Market Quote Request shall be given within five Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree)~~ of any other Money Market Quote Request. (c) ~~Promptly upon receipt of~~ (i) Each Lender may submit one or more Money Market Quotes, each constituting an offer to make a Money Market Loan in response to any Money Market Quote Request; provided that, ~~the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by~~ if the applicable ~~Tranche A Borrower to each~~ Borrower’s request under Section 2.03(b) hereof specified more than one Interest Period, such Lender ~~to submit~~ may make a single submission containing one or more Money Market Quotes ~~offering to make the Money Market Loans to which~~ for each such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A BorrowerInterest Period. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than (x) ~~1:00~~ 4:00 p.m. New York time on the fifth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction, (y) 4:00 p.m. London time on the fourth Business Day prior to the ~~proposed~~ date of ~~Borrowing,~~ borrowing proposed therein in the case of a ~~LIBOR~~ Set Rate Auction in respect of Money Market Loans denominated in an Alternative Currency or (yz) ~~9:00~~ 10:00 a.m. New York time on the ~~proposed date of Borrowing,~~ Quotation Date in the case of ~~an Absolute~~ a Set Rate Auction ~~(or,~~ in ~~either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date~~ respect of ~~the~~ Money Market Loans denominated in Dollars; provided that any Money Market Quote ~~Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to~~ may be ~~effective); provided that Money Market Quotes~~ submitted by ~~the Administrative Agent~~ JPMorgan (or ~~any Affiliate of the Administrative Agent~~its Applicable Lending Office) ~~in the capacity of a Lender may be submitted, and may~~ only ~~be submitted,~~ if ~~the Administrative Agent~~ JPMorgan (or such ~~Affiliate~~ Applicable Lending Office) notifies such Borrower of the terms of the offer ~~or offers~~ contained therein not later than ~~15 minutes~~ (x) 3:45 p.m. New York time on the fifth Business Day prior to the ~~deadline for~~ proposed date of borrowing, in the ~~other Lenders~~case of a LIBOR Auction, (y) 3:45 p.m. London time on the fourth Business Day prior to the date of borrowing proposed therein in the case of a Set Rate Auction in respect of Money Market Loans denominated in an Alternative Currency or (z) 9:45 a.m. New York time on the Quotation Date in the case of a Set Rate Auction in respect of Money Market Loans denominated in Dollars. Subject to ~~Articles IV~~ Sections 5.02(b), 5.03, 6.02 and ~~VII~~9 hereof, any Money Market Quote so made shall be irrevocable except with the ~~written~~ consent of the Administrative Agent given on the instructions of such ~~Tranche A~~ Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 2 contracts

Samples: Credit Agreement (Capital One Financial Corp), Credit Agreement (Capital One Financial Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this Section, request the ~~appropriate~~ Lenders during the ~~Tranche A~~ Availability Period ~~of such Lenders~~ to make offers to make Money Market Loans in US United States Dollars to ~~such~~ the Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings ~~applicable to the Tranche A Borrowers~~ shall not exceed the Aggregate ~~Tranche A~~ Commitments. The Lenders may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of ~~such~~ the Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such~~ the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The ~~applicable~~ Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as ~~such~~ the Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the ~~appropriate~~ Lenders by telex or facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the ~~applicable Tranche A~~ Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each ~~Tranche A~~ Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market ~~Quotes made by a Tranche A Borrower~~Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at the Administrative Agent’s 's Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 ~~a.m.~~ a.m.. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such Tranche A Borrower,~~ the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies ~~such~~ the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be ~~US$~~$5,000,000 or a larger multiple of ~~US$~~$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable ~~Eurocurrency~~ Eurodollar Rate (the “"Money Market Margin”") offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “"Money Market Absolute Rate”") offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable~~ Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than ~~10:00~~ 9:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or ~~9:00~~ 10:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the ~~applicable~~ Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the ~~applicable Tranche A~~ Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “"Notice of Money Market Borrowing”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000; and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of ~~US$~~$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 2 contracts

Samples: Credit Agreement (Toyota Motor Credit Corp), Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period ~~of such Lenders~~ to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that (i) after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A ~~Commitments~~Commitments and (ii) if after giving effect to any Money Market Borrowing the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Money Market Loan shall not be made without the consent of TKG (which consent may be waived only by TKG). The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or ~~non-~~non- acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period ~~of such Lenders~~ to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that (i) after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A ~~Commitments~~Commitments and (ii) if after giving effect to any Money Market Borrowing the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Money Market Loan shall not be made without the consent of TKG (which consent may be waived only by TKG). The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ~~set forth in~~ ensures that it does not qualify as attracting funds from the ~~definition of~~ “~~professional market party~~public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, so long as the Debt Rating is BBB- or Baa3 or higher, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.02A, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.02A, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans at any one time outstanding shall not exceed an amount equal to 50% of the aggregate amount of the Commitments of all of the Banks at such time; (iii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iv) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii) and 2.02A(a)(iii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit M hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $3,000,000 (and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.02A(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 3 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Agent, the ~~Administrative Agent shall send~~ Banks and the Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section.~~Section 2.02A. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit N hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.02A(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (~~x) must~~ y)shall be ~~US$5,000,000~~ at least $3,000,000 or a larger integral multiple of ~~US$l,000,000,~~ $500,000 and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.02A(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.02A(d) and the Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market ~~Borrowing must be US$50,000,000 or~~ Loan comprising a ~~larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such~~ Money Market Borrowing shall be at least $3,000,000 (and in larger integral multiples of $1,000,000) but shall not cause the limits specified in Section 2.02A(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))violated; ~~and~~ (iii) acceptance of offers may only be made ~~on the basis of~~ in ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount order of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.Rates; and

Appears in 2 contracts

Samples: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, so long as the Debt Rating is BBB- or Baa3 or higher, the ~~Tranche A~~ Borrowers may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrowers. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable Borrower~~ Borrowers may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans at any one time outstanding shall not exceed an amount equal to 50% of the aggregate amount of the Commitments of all of the Banks at such time; (iii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iv) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii) and 2.03(a)(iii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A Borrower wishes~~ the Borrowers wish to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit K (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrowers and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrowers as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $3,000,000 (and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable Borrower~~ Borrowers may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 3 different] Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Administrative Agent, the ~~Administrative Agent shall send~~ Banks and the Borrowers pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit L (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrowers' request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such Borrower~~ Borrowers of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 5.01, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A Borrower~~the Borrowers. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$5,000,000~~ at least $3,000,000 or a larger integral multiple of ~~US$l,000,000,~~ $500,000 and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Administrative Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrowers, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrowers of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The Administrative Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A Borrower~~ Borrowers of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable Borrower~~ Borrowers shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A Borrower~~ Borrowers shall notify the Administrative Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Administrative Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable Borrower~~ Borrowers may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market ~~Borrowing must be US$50,000,000 or~~ Loan comprising a ~~larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such~~ Money Market Borrowing shall be at least $3,000,000 (and in larger integral multiples of $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrowers may not accept any offer where the Administrative Agent has advised the Borrowers that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrowers among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrowers of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 12:00 P.M. (Atlanta, Georgia time) on the Money Market Borrowing Date, make the amount of such Money Market Loan allocated to it available to the Administrative Agent at its address referred to in Section 8.01 in immediately available funds. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrowers on such date by depositing the same, in immediately available funds, not later than 2:00 P.M. (Atlanta, Georgia time), in an account of such Borrower maintained with Wachovia. (g) After any Money Market Loan has been funded, the Administrative Agent shall notify the Banks of the aggregate principal amount of the Money Market Quotes received and the highest and lowest rates included in such Money Market Quotes.

Appears in 2 contracts

Samples: Credit Agreement (Gables Realty Limited Partnership), Credit Agreement (Gables Residential Trust)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, PROVIDED that: (i) the number of Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, (A) do not exceed the Money Market Facility Limit, and (B) together with the aggregate principal amount of all Syndicated Loans and all Swing Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Sections 2.01(a)(ii), 2.01(b)(i) and 2.03(a)(ii) and fees pursuant to Section 2.07, but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment; and (iv) Borrower's Debt Rating is Investment Grade or higher. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of EXHIBIT M hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 3 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); PROVIDED that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; PROVIDED that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Agent, the ~~Administrative Agent shall send~~ Banks and the Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of EXHIBIT N hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; PROVIDED that, if the Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; ~~provided~~ PROVIDED that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$~~at least $5,000,000 or a larger integral multiple of ~~US$l,000,000~~$500,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; ~~provided that~~ PROVIDED that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market Loan comprising a Money Market Borrowing ~~must~~ shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $500,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrower may not accept any offer where the Agent has advised the Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 2:00 P.M. (Atlanta, Georgia time) on the Money Market Borrowing Date, make the amount of such Money Market Loan allocated to it available to the Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:00 P.M. (Atlanta, Georgia time), in an account of such Borrower maintained with Wachovia. (g) After any Money Market Loan has been funded, the Agent shall notify the Banks of the aggregate principal amount of the Money Market Quotes received and the highest and lowest rates included in such Money Market Quotes.

Appears in 1 contract

Samples: Credit Agreement (Amli Residential Properties Trust)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, so long as the Debt Rating is BBB- and Baa3 or higher, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of Interest Periods applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, (A) do not exceed the Money Market Facility Limit, and (B) together with the aggregate principal amount of all Syndicated Loans at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iii) The Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $1,000,000 (and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $500,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request~~. No~~ ; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.for

Appears in 1 contract

Samples: Credit Agreement (Irt Property Co)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (ii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(ii) and to this Section 2.03(a)(ii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining aggregate Unused Commitments. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit K hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 12:00 P.M. (xnoon) ~~the fourth~~ (Atlanta, Georgia time) at least 1 Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the "Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring either 7 days, 14 days, 30 days, or any other amount of days greater than 30 days but not greater than 180 days from the date of such Money Market Borrowing); provided, that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be received by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $3,000,000 (and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $500,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 3 different Stated Maturity Dates in a single Money Market Quote Request; provided, that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Agent, the ~~Administrative Agent shall send~~ Banks and the Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit L hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided, that, if the Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:30 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Borrowing Date; provided that any Money Market Quote ~~Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes~~ submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 10:15 A.M. (Atlanta, Georgia time) on the Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks must have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (w) may not exceed the aggregate amount of the Unused Commitments, (x) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$5,000,000~~ at least $3,000,000 or a larger integral multiple of ~~US$l,000,000~~$500,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market Loan, ~~expressed~~ (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent, all of the ~~related Invitation for Money Market Quotes. (iii) Any~~ Banks, and the Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes; or~~ Quote Request (~~D) arrives after~~ other than setting forth the ~~time set forth in subsection (d)(i~~maximum principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period). (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 11:30 A.M. (Atlanta, Georgia time)) on the Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 12:30 P.M. (Atlanta, Georgia time) on the ~~third Business Day prior to the proposed date of~~ Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)Date, the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Agent shall promptly notify each affected Bank. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market ~~Borrowing must be US$50,000,000 or~~ Loan comprising a ~~larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such~~ Money Market Borrowing shall be at least $3,000,000 (and in larger multiples of $500,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrower may not accept any offer where the Agent has advised the Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 1:30 P.M. (Atlanta, Georgia time) on the Borrowing Date, make the appropriate amount of such Money Market Loan available to the Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:30 P.M. (Atlanta, Georgia time), in an account of such Borrower maintained with Wachovia.

Appears in 1 contract

Samples: Credit Agreement (McWhorter Technologies Inc /De/)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A ~~Borrowers~~ Borrowers, TCPR or TLG may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period, the Tranche B Availability Period ~~of such Lenders~~ or the Tranche D Availability Period, as applicable, to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing (i) the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate NYDOCS03/828371 Tranche A Commitments, (ii) the Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche B Commitments and (iii) the Total Outstandings applicable to TLG shall not exceed the Aggregate Tranche D Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A ~~Borrower~~ Borrower, TCPR or TLG wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in ~~the~~ case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)EUR 50,000), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A ~~Borrower~~ Borrower, TCPR or TLG, as applicable, to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower, each Tranche B Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by TCPR, and each Tranche D Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by TLG. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s 's Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either NYDOCS03/828371 case, such other time or date as such Tranche A Borrower, TCPR or TLG, as applicable, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower~~. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made~~, ~~which principal amount (w) may be greater than~~ TCPR or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute RatesTLG, as ~~the case may be, so offered and (iii) if~~ applicable~~, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted~~. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to~~ making Syndicated Borrowings, so long as the Borrower is at pricing Level I, II, III or IV under whichever is applicable of Table A or Table B in Section ~~2.1~~2.06(a), the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(ii) and 2.03(a)(ii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least one Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 3 different Stated Maturity Dates in a single Money Market Quote Request~~. No~~ ; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request ~~shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ for a separate Money Market ~~Quote Request. (c) Promptly upon receipt of a Money Market Quote Request~~Borrowing. Except as otherwise provided in the immediately preceding sentence, after the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such first Money Market Quote Request ~~relates in accordance with~~ has been given hereunder, the Borrower shall make no more than 1 Money Market Quote Request within any 5 consecutive Domestic Business Days pursuant to this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit J hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:30 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein ~~not~~ no later than 10:15 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$~~at least $5,000,000 or a larger integral multiple of ~~US$l,000,000~~$1,000,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such rate being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the maximum principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrowers of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Agent shall promptly notify each affected Bank. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market Borrowing ~~must~~ shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrower may not accept any offer where the Agent has advised the Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible (~~in multiples of US$1,000,000, as~~ to the ~~Administrative Agent may deem appropriate~~nearest $100,000) in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 12:00 P.M. (Atlanta, Georgia time) on the Money Market Borrowing Date, make the appropriate amount of such Money Market Loan available to the Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:00 P.M. (Atlanta, Georgia time), in an account of such Borrower maintained with Wachovia. (g) After any Money Market Loan has been funded, the Agent shall notify the Banks of the aggregate principal amount of the Money Market Quotes received and the highest and lowest rates included in such Money Market Quotes.

Appears in 1 contract

Samples: Credit Agreement (Acx Technologies Inc)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, so long as the Debt Rating is BBB- or Baa3 or higher, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.02A, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.02A, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans at any one time outstanding shall not exceed an amount equal to 50% of the aggregate amount of the Commitments of all of the Banks at such time; (iii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iv) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii) and 2.02A(a)(iii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit K (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $3,000,000 (and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.02A(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 3 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Administrative Agent, the ~~Administrative Agent shall send~~ Banks and the Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section.~~Section 2.02A. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of EXHIBIT L (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.02A(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 5.01, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$5,000,000~~ at least $3,000,000 or a larger integral multiple of ~~US$l,000,000,~~ $500,000 and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Administrative Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The Administrative Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.02A(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ Borrower shall notify the Administrative Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.Section

Appears in 1 contract

Samples: Credit Agreement (Gables Realty Limited Partnership)

Appears in 1 contract

Samples: Credit Agreement (Springs Industries Inc)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans~~ Borrowings in US Dollars ~~to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ or in one or more Alternative Currencies available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the Total Outstandings after giving effect to such requested Money Market Borrowing shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; (iii) the Outstanding Amount of all Syndicated Loans, Money Market Loans and Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit; (iv) the Outstanding Amount of all Money Market Loans, together with the Outstanding Amount of all Syndicated Loans and all Letter of Credit Obligations, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (v) the Money Market Loans of any Banks will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01 and this 2.03(a), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Total Unused Commitments. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit F hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 12:00 p.m. (Charlotte, North Carolina time) at least (x) ~~the fourth~~ two (2) Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (if such proposed Borrowing is of Money Market Loans denominated in Dollars) or (y) four (4) Business Days (or five (5) Business Days in the ~~first LIBOR Auction~~ case of Special Notice Currencies) prior to the date of the Money Market Borrowing proposed therein (if such proposed Borrowing is of Money Market Loans denominated in an Alternative Currency) (or, in the case of either (x) or ~~Absolute Rate Auction for which~~ (y), such ~~change is to be effective)~~ other time and date as the Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed Applicable Currency of such Money Market Borrowing; (ii) the proposed date of such Money Market Borrowing, which shall be a Business ~~Day,~~ Day (iithe "Money Market Borrowing Date"); (iii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than seven (7) days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iv) the aggregate Dollar Equivalent amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to three (3) different Stated Maturity Dates in a single Money Market Quote Request~~. No~~ ; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request ~~shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ for a separate Money Market ~~Quote Request. (c) Promptly upon receipt of~~ Borrowing. Except as otherwise provided in the immediately preceding sentence, the Borrower shall not deliver a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request ~~relates in accordance with this Section~~more frequently than once every five (5) Business Days. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit G hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than one (1) Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than (x) ~~1:00 p.m.~~ 10:00 a.m. (Charlotte, North Carolina time) on the ~~fourth~~ Money Market Borrowing Date for Money Market Loans denominated in Dollars or (y) 10:00 a.m. (Charlotte, North Carolina time) on the Business Day prior to the ~~proposed date of Borrowing,~~ Money Market Borrowing Date for Money Market Loans denominated in ~~the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of~~ an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Alternative Currency; provided that any Money Market Quote ~~Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes~~ submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 15 9:45 a.m. (Charlotte, North Carolina time) on the Money Market Borrowing Date or the day prior to the Money Market Borrowing Date, as applicable, (or fifteen (15) minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 3.02, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ be in substantially the form of Exhibit G hereto and shall specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which Dollar Equivalent principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$~~at least $5,000,000 or a larger integral multiple of ~~US$l,000,000~~$1,000,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Administrative Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The Administrative Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than (x) 10:30 a.m. (Charlotte, North Carolina time) on the Money Market Borrowing Date for Money Market Loans denominated in Dollars or (y) 10:30 a.m. (Charlotte, North Carolina time) on the Business Day prior to the Money Market Borrowing Date for Money Market Loans denominated in an Alternative Currency), notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00~~ (x) 11:00 a.m. (Charlotte, North Carolina time) on the ~~third~~ Money Market Borrowing Date for Money Market Loans denominated in Dollars or (y) 11:00 a.m. (Charlotte, North Carolina time) on the Business Day prior to the ~~proposed date of Borrowing of~~ Money Market ~~LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of~~ Borrowing of Date for Money Market ~~Absolute Rate~~ Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)denominated in an Alternative Currency, the ~~applicable Tranche A~~ Borrower shall notify the Administrative Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Administrative Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the ~~aggregate principal amount~~ Outstanding Amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the ~~principal amount~~ Outstanding Amount of each Money Market Borrowing ~~must~~ comprising a Money Market Borrowing shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrower may not accept any offer where the Administrative Agent has advised the Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including, without limitation, Section 2.03(a)). If offers are made by two (2) or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than (x) 12:00 p.m. (Charlotte, North Carolina time) on the Money Market Borrowing Date for Money Market Loans denominated in Dollars or (y) 9:00 a.m. (Charlotte, North Carolina time) on the Money Market Borrowing Date for Money Market Loans denominated in an Alternative Currency, make the amount of such Money Market Loan allocated to it available to the Administrative Agent at its address referred to in Section 9.01 in Same Day Funds in the Applicable Currency. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in Same Day Funds, not later than 4:00 p.m. (Charlotte, North Carolina time), in an account of such Borrower maintained with Wachovia.

Appears in 1 contract

Samples: Credit Agreement (Darden Restaurants Inc)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Revolving Credit Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this Section, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market Loans ~~in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section, provided that: (i) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Revolving Credit Loans, at any one time outstanding shall not exceed the aggregate amount of the Revolving Credit Commitments of all of the Banks at such time; (ii) the Borrower shall not request the Banks to make offers to make Money Market Loans at any time that the Borrower's Fixed Charge Coverage Ratio (determined as of the most recent Rate Determination Date) is less than 2.00 to 1.00; and (iii) the Banks shall have no obligation to fund a Money Market Loan in respect of which the Borrower has accepted an offer in a Money Market Quote if on the Quotation Date the Fixed Charge Coverage Ratio (determined as of the most recent Rate Determination Date) is less than 2.00 to 1.00. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit F hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 12:00 P.M. (xAtlanta, Georgia time) ~~the fourth~~ one Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the "Quotation Date"); (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $2,500,000 (and in larger ~~multiple~~ multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $500,000) but shall not cause the limits specified in Section 2.03 (a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; and (iii) the duration of the Interest Period applicable thereto, ~~subject~~ which shall be 7 to ~~the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate~~180 days. The ~~applicable~~ Borrower may request offers to make Money Market Loans for ~~more than one~~ up to three different Interest ~~Period~~ Periods in a single Money Market Quote Request~~. No~~ ; provided that the request for each separate Interest Period shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. Except as otherwise provided in the immediately preceding sentence, the Borrower shall ~~be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ not deliver a Money Market Quote ~~Request~~Request more frequently than once every 5 Domestic Business Days. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a Money Market Quote containing an offer ~~or offers~~ to make a Money Market ~~Loans~~ Loan in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ~~(ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (~~provided that, in if the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” Borrower's request under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.Section

Appears in 1 contract

Samples: Credit Agreement (Cadmus Communications Corp/New)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, so long as the Debt Rating is BBB- or Baa3 or higher, the ~~Tranche A~~ Borrowers may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrowers. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable Borrower~~ Borrowers may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans at any one time outstanding shall not exceed an amount equal to 50% of the aggregate amount of the Commitments of all of the Banks at such time; (iii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iv) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii) and 2.03(a)(iii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A Borrower wishes~~ the Borrowers wish to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit K (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrowers and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 360 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrowers as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $3,000,000 (and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable Borrower~~ Borrowers may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 3 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Administrative Agent, the ~~Administrative Agent shall send~~ Banks and the Borrowers pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit L (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrowers' request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such Borrower~~ Borrowers of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 5.01, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A Borrower~~the Borrowers. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$5,000,000~~ at least $3,000,000 or a larger integral multiple of ~~US$l,000,000,~~ $500,000 and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Administrative Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrowers, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrowers of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The Administrative Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A Borrower~~ Borrowers of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable Borrower~~ Borrowers shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A Borrower~~ Borrowers shall notify the Administrative Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Administrative Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable Borrower~~ Borrowers may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market ~~Borrowing must be US$50,000,000 or~~ Loan comprising a ~~larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such~~ Money Market Borrowing shall be at least $3,000,000 (and in larger integral multiples of $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrowers may not accept any offer where the Administrative Agent has advised the Borrowers that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrowers among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrowers of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 12:00 P.M. (Atlanta, Georgia time) on the Money Market Borrowing Date, make the amount of such Money Market Loan allocated to it available to the Administrative Agent at its address referred to in Section 8.01 in immediately available funds. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrowers on such date by depositing the same, in immediately available funds, not later than 2:00 P.M. (Atlanta, Georgia time), in an account of such Borrower maintained with Wachovia. (g) After any Money Market Loan has been funded, the Administrative Agent shall notify the Banks of the aggregate principal amount of the Money Market Quotes received and the highest and lowest rates included in such Money Market Quotes.

Appears in 1 contract

Samples: Credit Agreement (Gables Realty Limited Partnership)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower in Dollars or any Alternate Currency. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) there may be no more than ten (10) Euro_Dollar Loans, Offshore Loans and/or Money Market Loans outstanding at any given time; and (ii) the Dollar Equivalent Amount of the aggregate principal amount of all Money Market Loans, together with the Dollar Equivalent Amount of the aggregate principal amount of all Syndicated Loans and all Swing Line Loans, at any one time outstanding shall not exceed the Total Revolving Credit Commitment at such time. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit G hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received (x) in the case of Money Market Loans in Dollars, no later than ~~9:00 a.m. on~~ 12:00 P.M. (xNoon) ~~the fourth~~ at least one (1) Business Day prior to the date of the Money Market Borrowing proposed therein, or (y) in the case of ~~a LIBOR Auction or~~ Money Market Loans in an Alternate Currency, no later than 10:30 A.M. at least three (y3) ~~the~~ Business ~~Day next preceding~~ Days prior to the date of the Money Market Borrowing proposed therein, ~~in the case of an Absolute Rate Auction~~ or (~~or,~~ z) in either case, such other time or and date as ~~such~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree, specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Business ~~Day,~~ Day (the "Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring from one (1) day to 270 days from the date of such Money Market Borrowing); provided, that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); (iii) the aggregate amount of principal to be received by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000~~ at least $1,000,000 (or ~~a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than~~ the Dollar Equivalent ~~of EUR100,000 or~~ Amount thereof in any ~~other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)~~Alternate Currency), and in larger integral multiples of $500,000 (~~iii~~or the Dollar Equivalent Amount thereof in any Alternate Currency), but shall not cause the limits specified in Section 2.03(a) ~~the duration of the Interest Period applicable thereto, subject~~ to ~~the provisions of the definition of Interest Period, and~~ be violated; and (iv) ~~whether~~ the currency of such Money Market ~~Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate~~Borrowing. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to three (3) different Stated Maturity Dates in a single Money Market Quote Request~~. No~~ ; provided, that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing, and provided further, that each request in a different currency, whether in Dollars or an Alternate Currency, shall be ~~given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of~~ deemed to be a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such separate Money Market Quote Request ~~relates in accordance with this Section~~for a separate Money Market Borrowing. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit H hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided, that, if the Borrower's request under Section 2.03(b) specified more than one (1) Stated Maturity Date and/or more than one (1) currency, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and/or each such currency, and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than (x) ~~1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing,~~ in the case of a ~~LIBOR Auction or~~ proposed Money Market Borrowing that is in an Alternate Currency, 10:30 A.M. on the day that is at least two (2) Business Days prior to the Borrowing Date, and (y) ~~9:00 a.m. on the proposed date of Borrowing,~~ in the case of ~~an Absolute Rate Auction (or~~a proposed Money Market Loan that is in Dollars, ~~in either case, such other time or date as such Tranche A Borrower, and~~ 10:30 A.M. on the ~~Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the~~ Borrowing Date; provided that any Money Market Quote ~~Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes~~ submitted by ~~the Administrative Agent (or any Affiliate~~ Bank of ~~the Administrative Agent) in the capacity of a Lender~~ America may be submitted, and may only be submitted, if Bank of America notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks must have submitted their respective Money Market Quotes. Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Borrowing Date and Stated Maturity Date therefor; (B) the currency of such Money Market Loan; (C) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$5,000,000~~ at least $1,000,000 (or the Dollar Equivalent Amount thereof in any Alternate Currency) or a larger integral multiple of ~~US$l,000,000~~$500,000 (or the Dollar Equivalent Amount thereof in any Alternate Currency), and (yz) may not exceed the Dollar Equivalent Amount of the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and~~ requested; (zD) ~~may be subject to an aggregate limitation as~~ the rate of interest per annum (rounded upwards, if necessary, to the ~~principal amount~~ nearest 1/100th of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”1%) offered for each such Money Market Loan, ~~expressed~~ (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “"Money Market ~~Absolute~~ Rate~~”) offered for each such Money Market Loan~~"); ~~and~~ and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the maximum principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted, but in any event not later than (x) in the case of Money Market Loans in Dollars, 11:30 A.M. on the Borrowing Date and (y) in the case of Money Market Loans in an Alternate Currency, 11:30 A.M. on the day that is at least two (2) Business Days prior to the Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the aggregate principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which ~~offers~~ Money Market Quotes have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market ~~Absolute Rates, as~~ Quote). (e) Not later than (i) in the case ~~may be, so offered and (iii) if applicable, limitations on the aggregate principal amount~~ of Money Market Loans ~~for which offers~~ in ~~any single~~ Dollars, 12:30 P.M. on the Borrowing Date and (ii) in the case of Money Market ~~Quote may be accepted. (f) Not later than 10:00 a.m.~~ Loans in an Alternate Currency, 12:30 P.M. on the ~~third~~ day that is at least two (2) Business ~~Day~~ Days prior to the ~~proposed date of~~ Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)Date, the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the ~~offers~~ Money Market Quotes so notified to it pursuant to ~~subsection~~ Section 2.03(d) (e)and the failure of the Borrower to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected Bank. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of ~~offers~~ Money Market Quotes for each ~~Interest Period~~ Stated Maturity Date that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market ~~Borrowing must be US$50,000,000 or~~ Loan comprising a ~~larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such~~ Money Market Borrowing shall ~~not~~ be ~~less than~~ at least $1,000,000 (or the Dollar Equivalent Amount thereof in any Offshore Currency) and in larger multiples of ~~EUR 100,000~~ $500,000 (or the Dollar Equivalent Amount thereof in any ~~other amount as at any time set forth~~ Alternate Currency), but shall not cause the limits specified in ~~the definition of “professional market party” under or pursuant~~ Section 2.03(a) to ~~the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and~~ be violated; (iii) acceptance of ~~offers~~ Money Market Quotes may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or~~ Rates, beginning with the lowest rate so offered; and (iv) the Borrower may not accept any Money Market ~~Absolute Rates~~Quote where the Agent has advised the Borrower that such Money Market Quote fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, ~~as the case may be. (g)~~ Section 2.03(a)). If ~~offers~~ Money Market Quotes are made by two (2) or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such offers~~ Money Market Quotes are accepted for the related ~~Interest Period~~Stated Maturity Date (after taking into account the acceptance of all Money Market Quotes with lower Money Market Rates, if any, offered by any Bank for such related Stated Maturity Date), then the principal amount of Money Market Loans in respect of which such ~~offers~~ Money Market Quotes are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such ~~offers~~Money Market Quotes. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose Money Market Quote has been accepted shall, not later than 1:30 P.M. on the Borrowing Date, make the appropriate amount of such Money Market Loan available to the Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:30 P.M., in an account of the Borrower maintained with Bank of America.

Appears in 1 contract

Samples: Credit Agreement (Home Depot Inc)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, ~~the Tranche A Borrowers~~ any Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~requesting Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ requesting Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans to all Borrowers, together with the aggregate principal amount of all Syndicated Loans to all Borrowers, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iii) the Money Market Loans of any Bank will not reduce such Bank's obligation to lend its remaining Unused Commitment. (b) When any ~~Tranche A~~ Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 1 Domestic Business Day ~~prior to the date of Borrowing proposed therein~~(or, in the case of a ~~LIBOR Auction or (y~~request pertaining to a Money Market Loan to be made in a Foreign Currency, 4 Foreign Currency Business Days) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified prior to ~~the Lenders not later than~~ the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day~~Day (or, in the case of a request pertaining to a Money Market Loan to be made in a Foreign Currency, a Foreign Currency Business Day)(the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7-days but not more than 270 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); (iii) whether such Money Market Loan is to be made in Dollars or in a Foreign Currency, and if in a Foreign Currency, specifying the Foreign Currency requested; and (iv) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than~~ or the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)thereof), and in larger integral multiples of $1,000,000 (~~iii~~or the Dollar Equivalent thereof), but shall not cause the limits specified in Section 2.03(a) ~~the duration of the Interest Period applicable thereto, subject~~ to ~~the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate~~be violated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 3 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Agent, the ~~Administrative Agent shall send~~ Banks and the Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit J hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than 1-Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the ~~fourth Business Day prior to the proposed date of Borrowing~~Money Market Borrowing Date (or, in the case of a ~~LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing~~Money Market Quote pertaining to Money Market Loans to be made in a Foreign Currency, ~~in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified~~ 2 Foreign Currency Business Days prior to ~~the Lenders not later than the date of~~ the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~Borrowing Date); provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or, in the case of a Money Market Quote pertaining to Money Market Loans to be made in a Foreign Currency, 2 Foreign Currency Business Days prior to the Money Market Borrowing Date) (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) whether such Loan is to be made in Dollars or in Foreign Currency, and if in a Foreign Currency, specifying such Foreign Currency, the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy)-shall be at least $1,000,000 (or the Dollar Equivalent thereof) ~~must be US$5,000,000~~ or a larger integral multiple of ~~US$l,000,000~~$500,000 (or the Dollar Equivalent thereof), and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, ~~the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan~~if necessary, ~~expressed as a percentage (specified~~ to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market ~~Loan~~Loan (such rate being hereinafter referred to as the "Money Market Rate"); ~~and~~ and (ED) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amount of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any subsequent Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the ~~third~~ Money Market Borrowing Date (or, in the case of a Money Market Quote pertaining to Money Market Loans to be made in a Foreign Currency, 2 Foreign Currency Business ~~Day~~ Days prior to the ~~proposed date of Borrowing of~~ Money Market ~~LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of~~ Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effectiveDate), the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ requesting Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market Loan comprising a Money Market Borrowing ~~must~~ shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than~~ or the Dollar Equivalent thereof), and in larger integral multiples of ~~EUR 100,000~~ $1,000,000 (or ~~any other amount as at any time set forth~~ the Dollar Equivalent thereof), but shall not cause the limits specified in ~~the definition of “professional market party” under or pursuant~~ Section 2.03(a) to ~~the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and~~ be violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the requesting Borrower may not accept any offer where the Agent has advised the requesting Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ requesting Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ requesting Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 1:00 P.M. (Atlanta, Georgia time) on the Money Market Borrowing Date, make the amount of such Money Market Loan allocated to it available to the Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:00 P.M. (Atlanta, Georgia time), in an account of such Borrower maintained with Wachovia. (g) After any Money Market Loan has been funded, the Agent shall notify the Banks of the aggregate principal amount of the Money Market Quotes received and the highest and lowest rates included in such Money Market Quotes.

Appears in 1 contract

Samples: Credit Agreement (National Service Industries Inc)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this Section, request the ~~appropriate~~ Lenders during the ~~Tranche A~~ Availability Period ~~of such Lenders~~ to make offers to make Money Market Loans in US United States Dollars to ~~such~~ the Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings ~~applicable to the Tranche A Borrowers~~ shall not exceed the Aggregate ~~Tranche A~~ Commitments. The Lenders may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of ~~such~~ the Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such~~ the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The ~~applicable~~ Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as ~~such~~ the Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the ~~appropriate~~ Lenders by telex or facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the ~~applicable Tranche A~~ Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each ~~Tranche A~~ Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market ~~Quotes made by a Tranche A Borrower~~Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at the Administrative Agent’s 's Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such Tranche A Borrower,~~ the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies ~~such~~ the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be ~~US$~~$5,000,000 or a larger multiple of ~~US$~~$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable ~~Eurocurrency~~ Eurodollar Rate (the “"Money Market Margin”") offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “"Money Market Absolute Rate”") offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable~~ Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than ~~10:00~~ 9:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or ~~9:00~~ 10:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the ~~applicable~~ Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the ~~applicable Tranche A~~ Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “"Notice of Money Market Borrowing”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000; and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of ~~US$~~$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated ------------------ Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, (A) do not exceed the Money Market Facility Limit, and (B) together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Sections 2.01(ii) and 2.03(a)(ii), but will not reduce such Bank's obligation to lend its pro rata share of its remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit M hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") --------- so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing), provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Agent, the ~~Administrative Agent shall send~~ Banks and the Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit N hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ --------- Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, and Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$~~at least $5,000,000 or a larger integral multiple of ~~US$l,000,000~~$1,000,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market Loan comprising a Money Market Borrowing ~~must~~ shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrower may not accept any offer where the Agent has advised the Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 12:00 P.M. (Atlanta, Georgia time) on the Money Market Borrowing Date, make the amount of such Money Market Loan allocated to it available to the Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:00 P.M. (Atlanta, Georgia time), in an account of such Borrower maintained with Wachovia. (g) After any Money Market Loan has been funded, the Agent shall notify the Banks of the aggregate principal amount of the Money Market Quotes received and the highest and lowest rates included in such Money Market Quotes. (h) For any Bank which is a Designating Bank, any Money Market Loan to be made by such Bank may from time to time be made by its Designated Bank in such Designated Bank's sole discretion, and nothing herein shall constitute a commitment to make Money Market Loans by such Designated Bank; provided that if any Designated Bank elects not to, or fails to, make any such Money Market Loan pursuant to a Money Market Quote that has been accepted by the Borrower in accordance with the foregoing, its Designating Bank hereby agrees that it shall make such Money Market Loan pursuant to the terms hereof on the date such Money Market Loan is otherwise required to be made to the Borrower hereunder.

Appears in 1 contract

Samples: Credit Agreement (JDN Realty Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, (A) do not exceed the Money Market Facility Limit, and (B) together with the aggregate principal amount of all Syndicated Loans and all Swing Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Sections 2.01(a)(ii), 2.01(b)(i) and 2.03(a)(ii) and fees pursuant to Section 2.07, but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment; and (iv) Borrower's Debt Rating is Investment Grade or higher. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit M hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 3 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $1,000,000 (and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $500,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Administrative Agent, the ~~Administrative Agent shall send~~ Banks and the Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit N hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$5,000,000~~ at least $1,000,000 or a larger integral multiple of ~~US$l,000,000~~$500,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Administrative Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The Administrative Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ Borrower shall notify the Administrative Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Administrative Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market ~~Borrowing must be US$50,000,000 or~~ Loan comprising a ~~larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such~~ Money Market Borrowing shall be at least $1,000,000 (and in larger integral multiples of $500,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrower may not accept any offer where the Administrative Agent has advised the Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 2:00 P.M. (Atlanta, Georgia time) on the Money Market Borrowing Date, make the amount of such Money Market Loan allocated to it available to the Administrative Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:00 P.M. (Atlanta, Georgia time), in an account of such Borrower maintained with Wachovia. (g) After any Money Market Loan has been funded, the Administrative Agent shall notify the Banks of the aggregate principal amount of the Money Market Quotes received and the highest and lowest rates included in such Money Market Quotes.

Appears in 1 contract

Samples: Credit Agreement (Amli Residential Properties Trust)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, ~~the Tranche A Borrowers~~ Borrower may, as set forth in this Section, request ~~the appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Bank to make offers to make Money Market Loans ~~in US Dollars~~ to ~~such~~ Borrower~~; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~. ~~The Lenders~~ Bank may, but shall have no obligation to, make such offers and ~~the applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section, provided that: (i) there may be no more than 8 different Interest Periods for both Syndicated Loans and Money Market Loans outstanding at the same time (for which purpose Interest Periods described in different numbered clauses of the definition of the term "Interest Period" shall be deemed to be different Interest Periods even if they are coterminous); and (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the Commitment at such time. (b) When ~~any Tranche A~~ Borrower wishes to request ~~offers~~ an offer to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give Bank notice substantially in the ~~Administrative Agent by facsimile transmission~~ form of Exhibit D hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m.~~ 11:00 A.M. (Birmingham, Alabama time) on ~~(x)~~ the ~~fourth~~ second Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) Bank may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the "Quotation Date"); (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $1,000,000 (and in larger ~~multiple~~ multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $100,000) but shall not cause the limits specified in Section 2.03 (a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; and (iii) the duration of the Interest Period applicable thereto, ~~subject~~ which shall be 7 to ~~the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate~~180 days. ~~The applicable~~ Borrower may request offers to make Money Market Loans for ~~more than one~~ up to two different Interest ~~Period~~ Periods in a single Money Market Quote Request~~. No~~ ; provided that the request for each separate Interest Period shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. Except as otherwise provided in the immediately preceding sentence, Borrower shall ~~be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ not deliver a Money Market Quote ~~Request~~Request more frequently than once in any period of 5 consecutive Domestic Business Days. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) ~~Each Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a Money Market Quote containing an offer ~~or offers~~ to make a Money Market ~~Loans~~ Loan in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if Borrower's request under Section 2.03(b) specified more than one Interest Period, Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to ~~the Administrative Agent by facsimile transmission at the Administrative Agent’s Office~~ Borrower not later than 10:00 A.M. (xBirmingham, Alabama time) ~~1:00 p.m.~~ on the ~~fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction~~ Quotation Date (or ~~(y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such Tranche A Borrower,~~ Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effectiveBank may agree); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of ~~the Administrative Agent given on the instructions of such Tranche A Borrower~~Bank. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Hancock Fabrics Inc)

Money Market Loans. (a) ~~In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in~~ The Borrower and its Subsidiaries (for purposes of this Section, each such Person is referred to herein as a "Money Market Borrower") may at any time and from time to time request any one or more of the ~~appropriate Lenders during the Tranche A Availability Period of such~~ Lenders to make offers to make Money Market Loans ~~in US Dollars~~ to such ~~Borrower; provided, however, that after giving effect to any~~ Money Market ~~Borrowing~~ Borrower on any Business Day during the ~~Total Outstandings applicable to~~ Availability Period in the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~manner set forth below. ~~The Lenders~~ Each such Lender may, but shall have no obligation to, make such ~~offers~~ offer, and the applicable Money Market Borrower may, but shall have no obligation to, accept any such ~~offers~~ offer in the manner set forth in this Section. (b) ~~When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to~~ In the ~~Administrative Agent by facsimile transmission~~ event that a Money Market ~~Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such~~ Borrower desires to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth borrow a Money Market ~~Margin or~~ Loan from a Lender, a Money Market ~~Absolute Rate. The applicable~~ Borrower ~~may~~ shall request ~~offers~~ that such Lender provide a quotation to ~~make~~ such Money Market ~~Loans for more than one Interest Period in a single~~ Borrower of the terms under which such Lender would be willing to provide such Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote RequestLoan. (c) ~~Promptly upon receipt~~ In the event that a Money Market Borrower elects to accept a Lender's offer for a Money Market Loan, such Money Market Borrower shall provide telephonic notice to such Lender of its election no later than 30 minutes after the time that such offer was received by such Money Market Borrower. The failure of a Money Market ~~Quote Request,~~ Borrower to provide such notice of acceptance in a timely manner shall be deemed to constitute a rejection of the ~~Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for~~ offer of such Lender. Any Money Market ~~Quotes, which~~ Loan to be made by a Lender pursuant to this Section shall ~~constitute an invitation~~ be made by the applicable ~~Tranche A Borrower to each~~ Lender ~~to submit~~ crediting an account specified by the applicable Money Market ~~Quotes offering to make~~ Borrower with the amount of such advance in same day funds promptly upon receipt of such Money Market ~~Loans~~ Borrower's timely acceptance of the offer of such Lender with respect to such Money Market Loan. (d) The Borrower agrees to forward to the Lender with respect to a Money Market Loan written evidence of such Money Market Loan by providing, on the date upon which such Money Market ~~Quote Request relates~~ Loan is made, documents, in ~~accordance~~ form and substance acceptable to both the Borrower and such Lender, executed and delivered by a duly authorized office of the applicable Money Market Borrower, confirming the amount so borrowed, the rate of interest applicable thereto and the maturity thereof (with such Money Market Loan being due and payable on such date of maturity); provided that the failure of the Borrower to provide such documents shall not impair the obligation of the applicable Money Market Borrower to repay any Money Market Loan borrowed by it. All borrowings pursuant to this Section shall bear interest at the rate quoted to the applicable Money Market Borrower by the relevant Lender in its quotation described in clause (b) above, regardless of any change in the interest rate between the time of quoting and the time of borrowing. (e) Upon the occurrence and during the continuance of an Event of Default, each Lender that has Money Market Loans outstanding may declare its Money Market Loans (with any 27 22 applicable interest thereon) to be immediately due and payable without the consent of, or notice to, any other Lender; provided that if such event is an Event of Default specified in clause (i) or (j) of Article VII with respect to the Borrower, such Lender's Money Market Loans (and any applicable interest thereon) shall automatically become immediately due and payable. (f) Each Lender that shall make a Money Market Loan pursuant to this Section shall promptly notify the Administrative Agent of the amount and term of such Money Market Loan. (g) The Borrower and any Lender may at any time and from time to time enter into written agreements that provide for procedures for soliciting and extending Money Market Loans that differ from those specified in paragraphs (b) and (c) of this Section. As between the Borrower and such Lender such agreements shall supersede the provisions of such paragraphs to the extent specified therein. (h) Notwithstanding anything to the contrary contained herein, Money Market Loans shall not be deemed extensions of credit hereunder and the rights and obligations of the Borrower in respect of Money Market Loans shall not be deemed rights and obligations of the Borrower hereunder; provided that Money Market Loans shall be considered to be extensions of credit under this Agreement for purposes of determining availability of Revolving Loans pursuant to Section 2.01. (i) ~~Each Tranche A Lender may submit a Money Market Quote containing an offer or offers~~ In the event that the availability of any Lender's Commitment has been reduced pursuant to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. Section 2.01 on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount account of Money Market Loans ~~for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being~~ made by it to a level that is insufficient to permit such ~~quoting~~ Lender ~~may be accepted;~~ to lend its ratable share of any Revolving Borrowing requested by the Borrower hereunder (C) based upon the aggregate Commitments then in ~~the case of a LIBOR Auction~~effect, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity regardless of the ~~quoting Lender. A Money Market Quote may set forth up~~ extent to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof which utilized or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effectiveavailable), the applicable ~~Tranche A~~ Money Market Borrower shall ~~notify~~ repay such Lender's Money Market Loans simultaneously with or prior to such Revolving Borrowing (which repayment may be financed with the ~~Administrative Agent~~ proceeds of such Revolving Borrowing) by the amount necessary to cause its ~~acceptance or non-acceptance~~ unused Commitment (before giving effect to such Revolving Borrowing, but after giving effect to the proposed application of the ~~offers so notified~~ proceeds thereof to ~~it pursuant to subsection (e). In~~ the ~~case of acceptance, such notice (a “Notice~~ repayment of Money Market ~~Borrowing”~~Loans) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must to be ~~US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount~~ at least equal to its ratable share of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may berequested Revolving Borrowing. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Seagram Co LTD)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, ~~the Tranche A Borrowers~~ a Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ relevant Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, PROVIDED that: (i) the number of Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, (A) do not exceed the Money Market Facility Limit, and (B) together with the aggregate principal amount of all Syndicated Loans and all Swing Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Sections 2.01(a)(ii), 2.01(b)(i) and 2.03(a)(ii) and fees pursuant to Section 2.07, but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment; (iv) the Parent's Debt Rating is Investment Grade or higher; and (v) the aggregate of all Money Market Loans outstanding at any time is subject to the Service Company Borrowing Limitations. (b) When ~~any Tranche A~~ a Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of EXHIBIT M hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 3 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ relevant Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); PROVIDED that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $1,000,000 (and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $500,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. ~~The applicable~~ A Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; PROVIDED that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Administrative Agent, the ~~Administrative Agent shall send~~ Banks and the relevant Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of EXHIBIT N hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; PROVIDED that, if a ~~Tranche A~~ Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; ~~provided~~ PROVIDED that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ relevant Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the relevant Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$5,000,000~~ at least $1,000,000 or a larger integral multiple of ~~US$l,000,000~~$500,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Administrative Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ relevant Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the relevant Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The Administrative Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ relevant Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable~~ relevant Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ relevant Borrower shall notify the Administrative Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Administrative Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ relevant Borrower may accept any Money Market Quote in whole or in part; ~~provided that~~ PROVIDED that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market ~~Borrowing must be US$50,000,000 or~~ Loan comprising a ~~larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such~~ Money Market Borrowing shall be at least $1,000,000 (and in larger integral multiples of $500,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the relevant Borrower may not accept any offer where the Administrative Agent has advised such Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ relevant Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ relevant Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 2:00 P.M. (Atlanta, Georgia time) on the Money Market Borrowing Date, make the amount of such Money Market Loan allocated to it available to the Administrative Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to the relevant Borrower on such date by depositing the same, in immediately available funds, not later than 4:00 P.M. (Atlanta, Georgia time), in an account of such Borrower maintained with Wachovia.

Appears in 1 contract

Samples: Credit Agreement (Amli Residential Properties Trust)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, at any time that its Debt/EBITDA Ratio is less than 3.0 to 1.0, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the conditions set forth in clause (ii) of Section 2.01(a) shall be satisfied; (iii) the aggregate principal amount of all Money Market Loans outstanding at any one time shall not exceed 50% of the amount of the Aggregate Commitments as of such time; and (iv) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii), 2.01(b)(i) and 2.03(a)(ii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request~~Requests have been fully processed by the Administrative Agent, the Banks and the Borrower pursuant to this Section 2.03. (c) ~~Promptly upon receipt~~ (i) Each Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market Loan substantially in the form of Exhibit J hereto (a "Money Market Quote") in response to any Money Market Quote Request; provided that, if the ~~Administrative Agent~~ Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall ~~send~~ have no obligation to, make a single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to ~~the appropriate Lenders by facsimile transmission an Invitation for~~ be a separate Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A BorrowerQuote. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Russell Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant~~ borrowings of Syndicated Loans, at any time prior to ~~Section 2.1,~~ the ~~Tranche A Borrowers~~ Commitment Termination Date the Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market Loans ~~in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower in Dollars. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03. Money Market Loans may be LIBOR Market Loans or Set Rate Loans, provided that: (i) there may be no more than ten different Interest Periods for both Syndicated Loans and Money Market Loans outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); and (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments at such time. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it the Borrower shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice (a “Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ”) so as to be received no later than ~~9:00~~ 11:00 a.m. New York time on (x) the fourth Business Day prior to the date of ~~Borrowing~~ borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of ~~Borrowing~~ borrowing proposed therein, in the case of ~~an Absolute~~ a Set Rate Auction (or, in ~~either~~ any such case, such other time or and date as ~~such~~ the Borrower and the Administrative ~~Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the Majority Banks, may agree). The Borrower may request offers to make Money Market Loans for up to three different Interest Periods in a single notice (for which purpose Interest Periods in different lettered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); provided that the request for each separate Interest Period shall be deemed to be a separate Money Market Quote Request for a separate borrowing (a “Money Market Borrowing”). Each such notice shall be substantially in the ~~first LIBOR Auction or Absolute Rate Auction for which such change is~~ form of Exhibit D hereto and shall specify as to ~~be effective) specifying:~~ each Money Market Borrowing: (i) the proposed date of ~~Borrowing~~such borrowing, which shall be a Business Day, ; (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000~~ at least $5,000,000 (or a larger multiple of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) hereof to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; (iii) the duration of the Interest Period applicable thereto~~, subject to the provisions of the definition of Interest Period, and~~ ; (iv) whether the Money Market Quotes requested for a particular Interest Period are seeking quotes for LIBOR Market Loans or Set Rate Loans; and (v) if the Money Market Quotes requested are seeking quotes for Set Rate Loans, the date on which the Money Market Quotes are to ~~set forth a~~ be submitted if it is before the proposed date of borrowing (the date on which such Money Market ~~Margin or a Money Market Absolute Rate~~Quotes are to be submitted is called the “Quotation Date”). ~~The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period~~ Except as otherwise provided in ~~a single Money Market Quote Request. No~~ this Section 2.03(b), no Money Market Quote Request shall be given within five Business Days (or such other number of days as ~~such~~ the Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) ~~Promptly upon receipt of~~ (i) Each Bank may submit one or more Money Market Quotes, each containing an offer to make a Money Market Loan in response to any Money Market Quote Request; provided that, if the ~~Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes~~Borrower’s request under Section 2.03(b) hereof specified more than one Interest Period, ~~which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit~~ such Bank may make a single submission containing one or more Money Market Quotes ~~offering to make the Money Market Loans to which~~ for each such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A BorrowerInterest Period. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than (x) ~~1:00~~ 2:00 p.m. New York time on the fourth Business Day prior to the proposed date of ~~Borrowing~~borrowing, in the case of a LIBOR Auction or (y) ~~9:00~~ 10:00 a.m. New York time on the ~~proposed date of Borrowing~~Quotation Date, in the case of ~~an Absolute~~ a Set Rate Auction (or, in ~~either~~ any such case, such other time or and date as ~~such Tranche A Borrower,~~ the Borrower and the Administrative ~~Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~Majority Banks, may agree); provided that any Money Market ~~Quotes~~ Quote may be submitted by ~~the Administrative Agent~~ Bank of America (or ~~any Affiliate~~ its Applicable Lending Office) only if Bank of ~~the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent~~ America (or such ~~Affiliate~~ Applicable Lending Office) notifies ~~such~~ the Borrower of the terms of the offer ~~or offers~~ contained therein not later than ~~15 minutes~~ (x) 1:00 p.m. New York time on the fourth Business Day prior to the ~~deadline for~~ proposed date of borrowing, in the ~~other Lenders~~case of a LIBOR Auction or (y) 9:45 a.m. New York time on the Quotation Date, in the case of a Set Rate Auction. Subject to ~~Articles IV~~ Sections 5.02(b), 5.03, 6.02 and ~~VII~~9 hereof, any Money Market Quote so made shall be irrevocable except with the ~~written~~ consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (American General Finance Corp)

Money Market Loans. (a) In ~~addition~~ order to ~~Committed Loans pursuant to Section 2.1~~request Money ------------------ Market Bids, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period of such Lenders to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers Borrower shall not exceed the Aggregate Tranche A Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit telecopy to the Administrative Agent ~~by facsimile transmission~~ a duly completed Money Market ~~Quote Request~~Bid Request in the form of Exhibit E attached hereto --------- (which may request not more than two Money Market Bids), ~~appropriately completed and signed~~ to be received by ~~a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to~~ the Administrative Agent not later than 10:00 a.m. (local time for the Administrative Agent), ~~so as to be received no later than 9:00 a.m. on~~ one (x1) ~~the fourth~~ Business Day prior to the ~~date~~ proposed Money Market Rate Loan or Loans. A Money Market Bid Request that does not conform substantially to the format of ~~Borrowing proposed therein,~~ Exhibit E may be rejected in the ~~case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein~~Administrative --------- Agent's sole discretion, ~~in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower~~ and the Administrative Agent shall ~~have mutually agreed and shall have notified to~~ notify the ~~Lenders~~ Borrower of such rejection by telecopy not later than 12:00 noon (Atlanta, Georgia time) on the date of ~~the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is~~ receipt. Such request shall in each case refer to ~~be effective) specifying:~~ this Agreement and specify (i) the ~~proposed~~ date of ~~Borrowing,~~ such Borrowing or Borrowings (which shall be a Business Day, ) and (ii) the aggregate principal amount ~~of such Borrowing,~~ thereof which shall be ~~US$50,000,000 or~~ in a ~~larger~~ minimum principal amount of $5,000,000 and in an integral multiple of ~~US$5,000,000 (provided that~~$1,000,000, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), and (iii) the ~~duration of the~~ Interest Period ~~applicable~~ with respect thereto~~, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate~~. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly ~~upon~~ after its receipt of a Money Market ~~Quote Request~~Bid Request that is not rejected as aforesaid, the Administrative Agent shall ~~send~~ invite by telecopy (substantially in the form set forth in Exhibit F attached hereto) the Lenders to bid, on the ~~appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes~~--------- terms and conditions of this Agreement, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market ~~Loans in response~~ Rate Advances pursuant to ~~any Invitation for~~ the Money Market ~~Quotes made~~ Bid Request. Notwithstanding the foregoing, in the event that the Borrower assumes the obligations of the Administrative Agent pursuant to Section 10.11 hereof, the Borrower shall deliver the Money Market Bid Request to each Lender by the time noted above and each Lender shall have the right to reject a ~~Tranche A Borrower~~nonconforming bid in accordance with the foregoing. (b) Each Lender may, in its sole discretion, make one or more Money Market Bids (but not more than two) to the Borrower responsive to a Money Market Bid Request. Each Money Market ~~Quote must comply with the requirements of this subsection (d) and~~ Bid by a Lender must be ~~submitted to~~ received by the Administrative Agent ~~by facsimile transmission at~~ via telecopy, substantially in the form of Exhibit G --------- attached hereto, not later than 10:30 a.m. (local time for the Administrative Agent~~’s Office not later than (x~~) ~~1:00 p.m.~~ on the ~~fourth~~ Business Day ~~prior~~ of the proposed Money Market Loan. Multiple bids (not to exceed two per Lender) will be accepted by the Administrative Agent. Money Market Bids that do not conform substantially to the ~~proposed date~~ format of ~~Borrowing,~~ Exhibit G --------- may be rejected by the Administrative Agent acting in consultation with the ~~case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A~~ Borrower, and the Administrative Agent shall ~~have mutually agreed and shall have notified to~~ notify the ~~Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which~~ Lender making such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions nonconforming bid of such ~~Tranche A Borrower. (ii)~~ rejection as soon as practicable. Each Money Market ~~Quote~~ Bid shall refer to this Agreement and specify (Ai) the ~~proposed date~~ principal amount (which shall be in a minimum principal amount of ~~Borrowing; (B)~~ $1,000,000 and in an integral multiple of $500,000 and which may equal the entire principal amount of the Money Market Loan requested by the Borrower) of the Money Market Rate Advance or Advances that the Lender is willing to make to the Borrower, (ii) the Money Market Rate or Rates at which the Lender is prepared to make the Money Market Rate Advance or Advances, and (iii) the Interest Period and the last day thereof. If any Lender shall elect not to make a Money Market Bid, such Lender shall so notify the Administrative Agent via telecopy by the time specified above for ~~which each~~ submitting a Money Market Bid; provided, however, that failure by any Lender to give such ~~offer is being~~ -------- ------- notice shall not cause such Lender to be obligated to make any Money Market Rate Advance as part of such Money Market Loan. A Money Market Bid submitted by a Lender pursuant to this paragraph (b) shall be irrevocable (absent manifest error). (c) The Administrative Agent shall promptly notify the Borrower by telecopy of all the Money Market Bids made, ~~which~~ the Money Market Rate and the principal amount of each Money Market Rate Advance in respect of which a Money Market Bid was made and the identity of the Lender that made each bid. The Administrative Agent shall send a copy of all Money Market Bids to the Borrower for its records as soon as practicable after completion of the bidding process set forth in this Section 2.04. (wd) The Borrower may, in its sole and absolute discretion, subject only to the provisions of this paragraph (d), accept or reject any Money Market Bid referred to in paragraph (c) above. The Borrower shall notify the Administrative Agent by telephone, confirmed by telecopy in the form of a Money Market Bid Accept/Reject Letter, whether and to what extent it has decided to accept or reject any of or all the bids referred to in paragraph (c) above not later than 12:30 p.m. (local time for the Administrative Agent) on the Business Day of the proposed Money Market Loan; provided, however, that (i) the failure -------- ------- by the Borrower to give such notice shall be deemed to be a rejection of all the bids referred to in paragraph (c) above, (ii) the Borrower shall not accept a bid made at a particular Money Market Rate if the Borrower has decided to reject a bid made at a lower Money Market Rate except for the sole purpose of minimizing the aggregate Commitment Fees payable to the Lenders hereunder (i.e., the Borrower, in analyzing the bids, may take into account the total commitment fees which may be ~~greater than or less than~~ payable to a Lender submitting a higher Money Market Bid in determining the ~~Commitment~~ "all-in" rate to the Borrower of the ~~quoting Lender~~various Money Market Bids), (xiii) ~~must be US$5,000,000 or a larger multiple~~ the aggregate amount of ~~US$l,000,000, (y) may~~ the Money Market Bids accepted by the Borrower shall not exceed the principal amount of specified in the Money Market ~~Loans for which offers were requested and~~ Bid Request, (ziv) ~~may~~ if the Borrower shall accept a bid or bids made at a particular Money Market Rate but the amount of such bid or bids shall cause the total amount of bids to be ~~subject~~ accepted by the Borrower to exceed the amount specified in the Money Market Bid Request, then the Borrower shall accept a portion of such bid or bids in an ~~aggregate limitation as~~ amount equal to the ~~principal~~ amount specified in the Money Market Bid Request less the amount of all other Money Market ~~Loans for~~ Bids accepted with respect to such Money Market Bid Request, which ~~offers being made by such quoting Lender may be accepted; (C)~~ acceptance, in the case of ~~a LIBOR Auction,~~ multiple bids at the ~~margin above or below the applicable Eurocurrency Rate (the “~~same Money Market ~~Margin”) offered for~~ Rate, shall be made pro rata in accordance with the amount of each such bid at such Money Market ~~Loan~~Rate, ~~expressed as~~ and (v) except pursuant to clause (iv) above, no bid shall be accepted for a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market ~~Absolute Rate”) offered for each~~ Loan unless such Money Market ~~Loan~~Loan is in a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided further, however, that if a Money Market Loan must be in an -------- ------- ------- amount less than $5,000,000 because of the provisions of clause (iv) above, such Money Market Loan may be for a minimum of $1,000,000 or any integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of multiple bids at a particular Money Market Rate pursuant to clause (Eiv) the ~~identity~~ amounts shall be rounded to integral multiples of $1,000,000 in a manner which shall be in the discretion of the ~~quoting Lender~~Borrower. A ~~Money Market Quote may set forth up to five separate offers~~ notice given by the ~~quoting Lender with respect~~ Borrower pursuant to ~~each Interest Period specified in the related Invitation for Money Market Quotes.~~ this paragraph (~~iii~~d) ~~Any Money Market Quote~~ shall be ~~disregarded if it (A) is not substantially in conformity with~~ irrevocable. In the ~~definition thereof or does not specify all~~ event that the Borrower has assumed the obligations of the ~~information required~~ Administrative Agent pursuant to Section 10.11 hereof, the Borrower shall continue to be bound by this subsection (~~d)(ii); (B~~d) ~~contains qualifying, conditional~~ but shall accept or ~~similar language; (C) proposes terms other than or in addition~~ reject bids by giving notice directly to ~~those set forth in~~ the ~~applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i)~~Lenders. (e) The Administrative Agent shall promptly notify ~~the applicable Tranche A Borrower of the terms (i) of any~~ each bidding Lender whether or not its Money Market ~~Quote submitted by a Lender that is~~ Bid has been accepted (and if so, in ~~accordance with subsection (d)~~ what amount and ~~(ii) of any~~ at what Money Market ~~Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted~~ Rate) by ~~such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded~~ telecopy sent by the Administrative ~~Agent unless such subsequent~~ Agent, and each successful bidder will thereupon become bound, subject to the other applicable conditions hereof, to make the Money Market ~~Quote is submitted solely to correct a manifest error~~ Loan in ~~such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount~~ respect of ~~Money Market Loans for~~ which ~~offers have~~ its bid has been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) ~~Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of~~ A Money Market ~~LIBOR Loans or 9:00 a.m. on the~~ Bid Request shall not be made within five (5) Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than Days after the date of ~~the~~ any previous Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Bid Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent ~~among~~ shall elect to submit a Money Market Bid in its capacity as a Lender, it shall submit such bid directly to the Borrower one half of an hour earlier than the earliest time at which the other Lenders ~~as nearly as possible (in multiples of US$1,000,000, as~~ are required to submit their bids to the Administrative Agent ~~may deem appropriate~~pursuant to paragraph (b) above. (h) Each Lender participating in ~~proportion~~ any Money Market Loan shall make its Money Market Rate Advance available to ~~the aggregate principal amounts of such offers. Determinations by~~ the Administrative Agent of on the ~~amounts of Money Market Loans shall be conclusive~~ date specified in the ~~absence of manifest error~~Bid Request at the time and in the manner and subject to the provisions specified in Section 4.02.

Appears in 1 contract

Samples: Credit Agreement (Morrison Restaurants Inc/)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, ~~the Tranche A Borrowers~~ TMCC or TCPR may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period ~~of such Lenders~~ or the Tranche B Availability Period, as applicable, to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing (i) the Total Outstandings applicable to ~~the Tranche A Borrowers~~ TMCC shall not exceed the Aggregate Tranche A Commitments and (ii) the Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche B Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When ~~any Tranche A Borrower~~ TMCC or TCPR wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))5,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by ~~the applicable Tranche A Borrower~~ TMCC or TCPR, as applicable, to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by TMCC, and each Tranche B Lender may submit a ~~Tranche A Borrower~~Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by TCPR. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such Tranche A Borrower~~TMCC or TCPR, as applicable, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A Borrower~~TMCC or TCPR, as applicable. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable ~~Eurocurrency~~ Eurodollar Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify ~~the applicable Tranche A Borrower~~ TMCC or TCPR, as applicable, of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than ~~10:00~~ 9:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or ~~9:00~~ 10:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), ~~the applicable Tranche A Borrower~~ TMCC or TCPR, as applicable, shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))5,000,000; and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, at any time the Borrower's Debt Rating is greater than or equal to BBB or Baa2, request the ~~appropriate Lenders during the Tranche A Availability Period of such~~ Lenders to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The Lenders may, but shall have no obligation to, make such ~~offers~~ offers, and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Lenders at such time, and the aggregate principal amount of all Money Market Loans at any one time outstanding shall not exceed 50% of the aggregate amount of the Commitments of all of the Lenders at such time; and (iii) the Money Market Loans of any Lender will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(ii) and 2.03(a)(ii) and fees pursuant to Section 2.08, but will not reduce such Lender's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Lenders) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 12:00 noon (xAtlanta, Georgia time) ~~the fourth~~ at least 1 Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the Administrative ~~Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Lenders, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 3 different Stated Maturity Dates in a single Money Market Quote Request. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request ~~shall be~~ has been given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Requesthereunder, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such no additional Money Market Quote Request ~~relates in accordance with~~ may be given until at least 4 Domestic Business Days after all prior Money Market Quote Requests have been fully processed by the Administrative Agent, the Lenders and the Borrower pursuant to this ~~Section~~Section 2.03. (i) Each ~~Tranche A~~ Lender ~~may~~ may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit J hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Lender may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Lenders are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Lender is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting Lender, (xy) ~~must~~ shall be ~~US$~~at least $5,000,000 or a larger integral multiple of ~~US$l,000,000~~$1,000,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Administrative Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Lender is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The Administrative Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Lender (identifying the Lender that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ Borrower shall notify the Administrative Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Administrative Agent shall promptly notify each Lender which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.;

Appears in 1 contract

Samples: Credit Agreement (Airborne Freight Corp /De/)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period of such Lenders to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Toyota Motor Credit Corp)

Appears in 1 contract

Samples: Credit Agreement (Flowers Industries Inc /Ga)

Money Market Loans. (a) In So long as, at the end of the immediately preceding Fiscal Quarter, the Borrower had a ratio of Adjusted EBILTDA to Adjusted Consolidated Fixed Charges of 3.50 to 1.0, in addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of Money Market Borrowings which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans and Swing Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(ii) and 2.03(a)(ii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 1 Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $10,000,000 (and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $5,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request.~~ Requests have been fully processed (c"fully processed" as used in this sentence shall mean the later to occur of (i) ~~Promptly upon receipt~~ the failure of all Banks timely to offer a Money Market ~~Quote Request~~Quote, (ii) the ~~Administrative Agent shall send~~ failure of the Borrower timely to accept any Money Market Quote, or (iii) the ~~appropriate Lenders by facsimile transmission an Invitation for~~ timely acceptance of any Money Market Quotes~~, which shall constitute an invitation~~ ) by the ~~applicable Tranche A~~ Agent, the Banks and the Borrower pursuant to ~~each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with~~ this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit J hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$~~at least $5,000,000 or a larger integral multiple of ~~US$l,000,000~~$500,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes~~Bank. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Flowers Industries Inc /Ga)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period of such Lenders to make offers to make Money Market Loans in US Dollars Toyota – Five Year Credit Agreement (2015) to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ~~set forth in~~ ensures that it does not qualify as attracting funds from the ~~definition of~~ “~~professional market party~~public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such Toyota – Five Year Credit Agreement (2015) change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Revolving Credit Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this Section, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market Loans ~~in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section, provided that the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Revolving Credit Loans, at any one time outstanding shall not exceed the aggregate amount of the Revolving Credit Commitments of all of the Banks at such time. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit F hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ one Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the "Quotation Date"); (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03 (a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; and (iii) the duration of the Interest Period applicable thereto, ~~subject~~ which shall be 7 to ~~the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate~~365 days. The ~~applicable~~ Borrower may request offers to make Money Market Loans for ~~more than one~~ up to three different Interest ~~Period~~ Periods in a single Money Market Quote Request~~. No~~ ; provided that the request for each separate Interest Period shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. Except as otherwise provided in the immediately preceding sentence, the Borrower shall ~~be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ not deliver a Money Market Quote ~~Request~~Request more frequently than once every 5 Domestic Business Days. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a Money Market Quote containing an offer ~~or offers~~ to make a Money Market ~~Loans~~ Loan in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than one Interest Period, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the ~~fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction~~ Quotation Date (or ~~(y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such Tranche A Borrower,~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~Required Banks, may agree); provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than ~~15 minutes prior to~~ 9:45 A.M. (Atlanta, Georgia time) on the ~~deadline for the other Lenders~~Quotation Date. Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Meredith Corp)

Money Market Loans. ~~(a) In addition~~ 3.5.1 The Borrower may at any time and from time to ~~Committed Loans pursuant to Section 2.1,~~ time request any one or more of the ~~Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period of such~~ Lenders to make offers to make Money Market Loans ~~in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ to the ~~Tranche A Borrowers shall not exceed~~ Borrower on any Business Day during the ~~Aggregate Tranche A Commitments~~period from the date hereof until the Revolving Loan Commitment Termination Date in the manner set forth below. ~~The Lenders~~ Each such Lender may, but shall have no obligation to, make such ~~offers~~ offer, and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 3.5. ~~(b) When any Tranche A~~ 3.5.2 In the event that the Borrower ~~wishes~~ desires to ~~request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission~~ borrow a Money Market ~~Quote Request~~Loan from a Lender, ~~appropriately completed~~ the Borrower shall, prior to 11:00 a.m. (Montreal time), request that such Lender provide a quotation to the Borrower of the amount and ~~signed~~ terms under which such Lender would be willing to provide such Money Market Loan. Each Money Market Loan shall be in USDollars in an amount of not less than US$1,000,000 or an integral multiple of US$1,000,000 in excess thereof. 3.5.3 In the event that the Borrower elects to accept a Lender's offer for a Money Market Loan, the Borrower shall provide telephonic notice to such Lender of its election in a timely manner after the time that such offer was received by the Borrower. The failure of the Borrower to provide such notice of acceptance in a timely manner shall be deemed to constitute a rejection of the offer of such Lender. Any Money Market Loan to be made by a ~~Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower~~ Lender pursuant to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which this Section 3.5 shall be ~~a Business Day, (ii)~~ made by the ~~aggregate~~ Lender crediting an account specified by the Borrower with the amount of such ~~Borrowing, which shall be US$50,000,000 or a larger multiple~~ advance in same day funds in accordance with the terms agreed upon for such Money Market Loan following receipt of ~~US$5,000,000 (provided that, in~~ the ~~case~~ Borrower's timely acceptance of ~~TMFNL,~~ the ~~aggregate amount~~ offer of such ~~Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant~~ Lender with respect to such Money Market Loan. 3.5.4 The Borrower agrees to forward to the ~~Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject~~ Lender with respect to ~~the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth~~ a Money Market ~~Margin or a~~ Loan written evidence of such Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and Loan by providing, on the ~~Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly~~ date upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market ~~Quote Request relates~~ Loan is made, documents, in ~~accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers~~ form and substance acceptable to ~~make Money Market Loans in response to any Invitation for Money Market Quotes made~~ both the Borrower and such Lender, executed and delivered by a ~~Tranche A Borrower. Each Money Market Quote must comply with~~ duly authorized officer of the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, ~~and~~ confirming the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote amount so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auctionborrowed, the rate of interest ~~per annum~~ applicable thereto and the maturity thereof (~~specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each~~ with such Money Market ~~Loan~~Loan being due and payable on such date of maturity); ~~and (E)~~ provided that the ~~identity~~ failure of the ~~quoting Lender. A Money Market Quote may set forth up~~ Borrower to ~~five separate offers by~~ provide such documents shall not impair the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all obligation of the ~~information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition~~ Borrower to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of repay any Money Market ~~Quote submitted~~ Loan borrowed by a it. All borrowings pursuant to this Section 3.5 shall bear interest at the rate quoted to the Borrower by the relevant Lender in its quotation described in Section 3.5. 3.5.5 In the event that all amounts then owing under this Agreement become due and payable prior to their scheduled maturity, each Lender that ~~is in accordance with subsection (d) and (ii) of any~~ has a Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Loan outstanding may declare its Money Market Loans ~~for which offers have been received for each Interest Period~~ (with any applicable interest thereon) to be immediately due and payable without the consent of, or notice to, any other Lender; provided that if such event is an Event of Default specified in ~~the related Money Market Quote Request~~Section 12.1.11, ~~(ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of~~ each Lender's Money Market Loans ~~for which offers in~~ (and any ~~single Money Market Quote may be accepted~~applicable interest thereon) shall automatically become immediately due and payable. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable 3.5.6 The Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower any Lender may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time ~~set forth in the definition of “professional market party” under or pursuant~~ and from time to ~~the Netherlands Financial Supervision Act (wet op het financieel toezicht));~~ time enter into written agreements that provide for procedures for soliciting and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of extending Money Market Loans that differ from those specified in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion Sections 3.5.2 to ~~the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.~~3.5.5

Appears in 1 contract

Samples: Credit Agreement (Black Hawk Merger Sub Inc)

Money Market Loans. (a) In addition to ~~Committed~~ borrowings of Syndicated Loans ~~pursuant~~ under any Tranche, at any time prior to ~~Section 2.1,~~ the Commitment Termination Date for such Tranche ~~A Borrowers~~ an Applicable Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate~~ Lenders ~~during the~~ under such Tranche ~~A Availability Period of such Lenders~~ to make offers to make Money Market Loans ~~in US Dollars~~ under such Tranche to such ~~Borrower; provided, however, that after giving effect to~~ Borrower in Dollars or in any ~~Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Alternative Currency. The Lenders under such Tranche may, but shall have no obligation to, make such offers and the ~~applicable~~ Applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03. Money Market Loans may be LIBOR Market Loans or Set Rate Loans (each a "Type" of Money Market Loan), provided that: (i) there may be no more than 20 different Interest Periods for both Syndicated Loans and Money Market Loans outstanding under any Tranche at the same time (for which purpose (x) Interest Periods described in different lettered clauses of the definition of the term "Interest Period" shall be deemed to be different Interest Periods even if they are coterminous and (y) Loans denominated in different Currencies shall be deemed to have different Interest Periods); and (ii) the aggregate principal amount of all Money Market Loans under such Tranche, together with the aggregate principal amount of all Syndicated Loans under such Tranche, at any one time outstanding shall not exceed the aggregate amount of the Commitments under such Tranche then in effect. (b) ~~When any Tranche A Borrower wishes~~ three different Interest Periods in a single notice (for which purpose (x) Interest Periods in different lettered clauses of the definition of the term "Interest Period" shall be deemed to ~~request offers to make~~ be different Interest Periods even if they are coterminous and (y) Money Market Loans ~~under this Section, it~~ denominated in different Currencies shall ~~transmit~~ be deemed to have different Interest Periods); provided that the ~~Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer~~ request for each separate Interest Period or ~~any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as~~ Currency shall be deemed to be ~~received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of~~ a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the separate Money Market Quote Request for a separate borrowing (a "Money Market Borrowing"). Each such notice shall be substantially in the ~~first LIBOR Auction or Absolute Rate Auction for which such change is~~ form of Exhibit E hereto and shall specify as to ~~be effective) specifying:~~ each Money Market Borrowing: (i) the name of the Borrower, the Tranche under which such Borrowing is to be made, the Currency of such Borrowing and the proposed date of ~~Borrowing~~such borrowing, which shall be a Business Day, ; (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger~~ an integral multiple of ~~US$~~$1,000,000 and not less than $5,000,000 (~~provided that~~or, in the case of ~~TMFNL~~a Borrowing of Money Market Loans denominated in an Alternative Currency, the ~~aggregate amount~~ Foreign Currency Equivalent thereof (rounded to the nearest 1,000 units of such ~~Borrowing~~ Alternative Currency)) but shall not cause the limits specified in Section 2.03(a) hereof to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; (iii) the duration of the Interest Period applicable thereto~~, subject to the provisions of the definition of Interest Period, and~~ ; (iv) whether the Money Market Quotes requested for a particular Interest Period are seeking quotes for LIBOR Market Loans or Set Rate Loans; and (v) if the Money Market Quotes requested are seeking quotes for Set Rate Loans denominated in Dollars, the date on which the Money Market Quotes are to ~~set forth a~~ be submitted (the date on which such Money Market ~~Margin or a Money Market Absolute Rate~~Quotes are to be submitted is called the "Quotation Date"). ~~The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period~~ Except as otherwise provided in ~~a single Money Market Quote Request. No~~ this Section 2.03(b), no Money Market Quote Request shall be given under any Tranche within five Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree)~~ of any other Money Market Quote ~~Request~~Request under such Tranche. (c) ~~Promptly upon receipt of a Money Market Quote Request,~~ (i) Each Lender under the ~~Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for~~ relevant Tranche may submit one or more Money Market Quotes, ~~which shall constitute~~ each constituting an ~~invitation by the applicable Tranche A Borrower~~ offer to ~~each Lender to submit~~ make a Money Market ~~Quotes offering~~ Loan under such Tranche in response to ~~make the Money Market Loans to which such~~ any Money Market Quote Request ~~relates in accordance with this Section. (i~~under such Tranche; provided that, if the Applicable Borrower's request under Section 2.03(b) ~~Each Tranche A~~ hereof specified more than one Interest Period, such Lender may ~~submit~~ make a ~~Money Market Quote~~ single submission containing ~~an offer~~ one or ~~offers to make Money Market Loans in response to any Invitation for~~ more Money Market Quotes ~~made by a Tranche A Borrower~~for each such Interest Period. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than (x) ~~1:00~~ 4:00 p.m. New York time on the fifth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction, (y) 4:00 p.m. New York time on the fourth Business Day prior to the date of borrowing proposed therein in the case of a Set Rate Auction in respect of Money Market Loans denominated in an Alternative Currency or (z) 10:00 a.m. New York time on the Quotation Date in the case of a Set Rate Auction in respect of Money 32 -28- Market Loans denominated in Dollars; provided that any Money Market Quote may be submitted by Chase (or its Applicable Lending Office) only if Chase (or such Applicable Lending Office) notifies such Applicable Borrower of the terms of the offer contained therein not later than (x) 3:45 p.m. New York time on the fifth Business Day prior to the proposed date of ~~Borrowing~~borrowing, in the case of a LIBOR ~~Auction or~~ Auction, (y) ~~9:00 a.m.~~ 3:45 p.m. New York time on the ~~proposed~~ fourth Business Day prior to the date of ~~Borrowing,~~ borrowing proposed therein in the case of ~~an Absolute~~ a Set Rate Auction ~~(or,~~ in ~~either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date~~ respect of ~~the~~ Money Market ~~Quote Request for~~ Loans denominated in an Alternative Currency or (z) 9:45 a.m. New York time on the ~~first LIBOR Auction or Absolute~~ Quotation Date in the case of a Set Rate Auction ~~for which such change is to be effective); provided that~~ in respect of Money Market ~~Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent)~~ Loans denominated in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other LendersDollars. Subject to ~~Articles IV~~ Sections 5.02(b), 5.03, 6.02 and ~~VII~~9 hereof, any Money Market Quote so made shall be irrevocable except with the ~~written~~ consent of the Administrative Agent given on the instructions of such ~~Tranche A~~ Applicable Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Capital One Financial Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this Section, request the ~~appropriate~~ Lenders during the ~~Tranche A~~ Availability Period ~~of such Lenders~~ to make offers to make Money Market Loans in US United States Dollars to ~~such~~ the Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings ~~applicable to the Tranche A Borrowers~~ shall not exceed the Aggregate ~~Tranche A~~ Commitments. The Lenders may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of ~~such~~ the Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such~~ the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The ~~applicable~~ Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as ~~such~~ the Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the ~~appropriate~~ Lenders by telex or facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the ~~applicable Tranche A~~ Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each ~~Tranche A~~ Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market ~~Quotes made by a Tranche A Borrower~~Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by telex or facsimile transmission at the Administrative Agent’s 's Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 ~~a.m.~~ a.m.. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such Tranche A Borrower,~~ the Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies ~~such~~ the Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be ~~US$~~$5,000,000 or a larger multiple of ~~US$~~$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable ~~Eurocurrency~~ Eurodollar Rate (the “"Money Market Margin”") offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “"Money Market Absolute Rate”") offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s 's notice to the ~~applicable~~ Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than ~~10:00~~ 9:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or ~~9:00~~ 10:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the ~~applicable~~ Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the ~~applicable Tranche A~~ Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “"Notice of Money Market Borrowing”") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000; ~~and~~ (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be, and (iv) the aggregate principal amount of Money Market Borrowings and Loans then outstanding may not exceed the Proportionate Secondary Share of the Combined Outstandings. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of ~~US$~~$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~borrowings of Syndicated Loans, the ~~Tranche A Borrowers~~ Company may, prior to the Commitment Termination Date and as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market Loans ~~in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Company in Dollars. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable Borrower~~ Company may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03. Money Market Loans may be LIBOR Market Loans or Set Rate Loans (each a "type" of Money Market Loan), provided that: (i) there may be no more than fifteen different Interest Periods for both Syndicated Loans and Money Market Loans outstanding at the same time (for which purpose each Interest Period described in a different lettered clause of the definition of the term "Interest Period" shall be deemed to be a different Interest Period even if it is coterminous with another Interest Period); and (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments at such time. (b) When ~~any Tranche A Borrower~~ the Company wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00~~ 11:00 a.m. New York time on (x) the ~~fourth~~ fifth Business Day prior to the date of ~~Borrowing~~ borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of ~~Borrowing~~ borrowing proposed therein, in the case of ~~an Absolute~~ a Set Rate Auction (or, in ~~either~~ any such case, such other time or and date as ~~such Borrower~~ the Company and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the Majority Banks, may agree). The Company may request offers to make Money Market Loans for up to three different Interest Periods in a single notice (for which purpose each Interest Period in a different lettered clause of the definition of the term "Interest Period" shall be deemed to be a different Interest Period even if it is coterminous with another Interest Period); provided that the request for each separate Interest Period shall be deemed to be a separate Money Market Quote Request for a separate borrowing ("Money Market Borrowing"). Each such notice shall be substantially in the ~~first LIBOR Auction or Absolute Rate Auction for which such change is~~ form of Exhibit C hereto and shall specify as to ~~be effective) specifying:~~ each Money Market Borrowing: (i) the proposed date of ~~Borrowing~~such borrowing, which shall be a Business Day, ; (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000~~ at least $10,000,000 (or a in larger ~~multiple~~ multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) hereof to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; (iii) the duration of the Interest Period applicable thereto~~, subject to the provisions of the definition of Interest Period, and~~ ; (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market ~~Absolute~~ Rate~~. The applicable Borrower may request offers to make~~ ; and (v) if the Money Market ~~Loans for more than one Interest Period in~~ Quotes requested are to set forth a ~~single~~ Money Market ~~Quote Request~~Rate, the date on which the Money Market Quotes are to be submitted if it is before the proposed date of borrowing (the date of which such Money Market Quotes are to be submitted is called the "Quotation Date"). No Except as otherwise provided in this Section 2.03(b), no Money Market Quote Request shall be given within five Business Days (or such other number of days as ~~such Borrower~~ the Company and the ~~Administrative Agent~~ Agent, with the consent of the Majority Banks, may agree) of any other Money Market Quote Request. (ci) ~~Promptly upon receipt of~~ Each Bank (or its Applicable Lending Office) may submit one or more Money Market Quotes, each containing an offer to make a Money Market Loan in response to any Money Market Quote Request; provided that, if the ~~Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes~~Company's request under Section 2.03(b) hereof specified more than one Interest Period, ~~which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit~~ such Bank (or its Applicable Lending Office) may make a single submission containing one or more Money Market Quotes ~~offering to make the Money Market Loans to which~~ for each such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A BorrowerInterest Period. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than (x) ~~1:00~~ 2:00 p.m. New York time on the fourth Business Day prior to the proposed date of ~~Borrowing~~borrowing, in the case of a LIBOR Auction or (y) ~~9:00~~ 10:00 a.m. New York time on the ~~proposed date of Borrowing~~Quotation Date, in the case of ~~an Absolute~~ a Set Rate Auction (or, in ~~either~~ any such case, such other time or and date as ~~such Tranche A Borrower,~~ the Company and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~Majority Banks, may agree); provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent~~ Chase (or ~~any Affiliate of the Administrative Agent~~its Applicable Lending Office) ~~in the capacity of a Lender~~ may be submitted, and may only be submitted, if ~~the Administrative Agent~~ Chase (or such ~~Affiliate~~ Applicable Lending Office) notifies ~~such Borrower~~ the Company of the terms of the offer ~~or offers~~ contained therein not later than ~~15 minutes~~ (x) 1:00 p.m. New York time on the fourth Business Day prior to the ~~deadline for~~ proposed date of borrowing, in the ~~other Lenders~~case of a LIBOR Auction or (y) 9:45 a.m. New York time on the Quotation Date, in the case of a Set Rate Auction. Subject to ~~Articles IV~~ Sections 5.02(b), 5.03, 7.02 and ~~VII~~10 hereof, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A Borrower~~the Company. (ii) Each Money Market Quote shall ~~specify~~ be substantially in the form of Exhibit D hereto and shall specify: (A) the proposed date of ~~Borrowing;~~ borrowing and the Interest Period therefor; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount shall be at least $5,000,000 or a larger multiple of $1,000,000; provided that the aggregate principal amount of all Money Market Loans for which a Bank submits Money Market Quotes (wx) may be greater ~~than~~ or less than the Commitment of ~~the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000,~~ such Bank but (y) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the case of a LIBOR Auction, the margin above or below the applicable ~~Eurocurrency~~ LIBO Rate (the “"Money Market Margin”") offered for each such Money Market Loan, expressed as a percentage (~~specified~~ rounded upwards, if necessary, to the nearest 1/10,000th of 1%) to be added to or subtracted from ~~such base rate;~~ the applicable LIBO Rate; (D) in the case of ~~an Absolute~~ a Set Rate Auction, the rate of interest per annum (~~specified~~ rounded upwards, if necessary, to the nearest 1/10,000th of 1%) ~~(the “Money Market Absolute Rate”)~~ offered for each such Money Market ~~Loan~~Loans (the "Money Market Rate"); ~~and~~ and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Company, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request and, in particular, no Money Market Quote may be conditioned upon acceptance by the Company of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall (x) in the case of a Set Rate Auction, as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:15 a.m. New York time) or (y) in the case of a LIBOR Auction, by 4:00 p.m. New York time on the day a Money Market Quote is submitted, notify the ~~applicable Tranche A Borrower~~ Company of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) hereof and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote Request shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable Borrower~~ Company shall specify (iA) the aggregate principal amount of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market Margins or Money Market ~~Absolute~~ Rates, as the case may be, so offered ~~and~~ by each Bank (~~iii) if applicable, limitations on~~ identifying the ~~aggregate principal amount of~~ Bank that made each Money Market ~~Loans for which offers in any single Money Market Quote may be accepted~~Quote). (fe) Not later than ~~10:00~~ 11:00 a.m. New York time on (x) the third Business Day prior to the proposed date of ~~Borrowing~~ borrowing, in the case of ~~Money Market~~ a LIBOR ~~Loans~~ Auction or ~~9:00 a.m. on~~ (y) the ~~Business Day~~ Quotation Date, in the case of ~~the proposed date of Borrowing of Money Market Absolute~~ a Set Rate ~~Loans~~ Auction (or or, in any such case, such other time or and date as the ~~applicable Borrower~~ Company and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~Majority Banks, may agree), the ~~applicable Tranche A Borrower~~ Company shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection~~ Section 2.03(d) hereof (e)and the failure of the Company to give such notice by such time shall constitute non-acceptance) and the Agent shall promptly notify each affected Bank. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The ~~applicable Borrower~~ Company may accept any Money Market Quote in whole or in ~~part~~part (provided that any Money Market Quote accepted in part shall be at least $5,000,000 or in larger multiples of $1,000,000); provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market Borrowing ~~must~~ shall be ~~US$50,000,000~~ at least $10,000,000 (or a in larger ~~multiple~~ multiples of ~~US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) hereof to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may ~~only~~ be made ~~on the basis~~ only in ascending order of ~~ascending~~ Money Market Margins or Money Market ~~Absolute~~ Rates, as the case may be.; and (giv) the Company may not accept any offer where the Agent has advised the Company that such offer fails to comply with Section 2.03(c)(ii) hereof or otherwise fails to comply with the requirements of this Agreement (including, without limitation, Section 2.03(a) hereof). If offers are made by two or more ~~Lenders~~ Banks with the same Money Market Margins or Money Market ~~Absolute~~ Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Company among such ~~Lenders~~ Banks as nearly as possible (in multiples of ~~US$~~$1,000,000~~, as the Administrative Agent may deem appropriate~~) in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Company of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 1:00 p.m. New York time on the date specified for the making of such Loan, make the amount of such Loan available to the Agent at account number NYAO-DI-900-9-000002 maintained by the Agent with Chase at the Principal Office in immediately available funds, for account of the Company. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Company on such date by depositing the same, in immediately available funds, in an account of the Company maintained with Chase at the Principal Office designated by the Company. (g) Except for the purpose and to the extent expressly stated in Section 2.05(a) hereof, the amount of any Money Market Loan made by any Bank shall not constitute a utilization of such Bank's Commitment and except for the purpose and to the extent expressly stated in Section 4.05(b) hereof, the amount of any payment made on account of any Money Market Loan made by any Bank shall be for account of such Bank.

Appears in 1 contract

Samples: Credit Agreement (Pep Boys Manny Moe & Jack)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, ~~the Tranche A Borrowers~~ a Borrower may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period ~~of such Lenders~~ or the Tranche B Availability Period, as applicable, to make offers to make Money Market Loans in US United States Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing (i) the Total Outstandings applicable to ~~the Tranche A Borrowers~~ TMCC shall not exceed the Aggregate Tranche A Commitments and (ii) the Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche B Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When ~~any Tranche A~~ a Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the ~~appropriate~~ Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable ~~Tranche A~~ Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. . 17 (d) (i) Each ~~Tranche A~~ Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market ~~Quotes made by a Tranche A Borrower~~Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s 's Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such Tranche A Borrower,~~ the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the applicable Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period ~~of such Lenders~~ to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that (i) after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A ~~Commitments~~Commitments and (ii) if after giving effect to any Money Market Borrowing the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Money Market Loan shall not be made without the consent of TKG (which consent may be waived only by TKG). The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period ~~of such Lenders~~ to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that (i) after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A ~~Commitments~~Commitments and (ii) if after giving effect to any Money Market Borrowing the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Money Market Loan shall not be made without the consent of TKG (which consent may be waived only by TKG). The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period ~~of such Lenders~~ to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that (i) after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A ~~Commitments~~Commitments and (ii) if after giving effect to any Money Market Borrowing the Unused Tranche A Commitment would be less than or equal to the Dollar Equivalent of EUR 300,000,000 (as determined by the Administrative Agent), then, only to the extent TKG has not borrowed EUR 300,000,000 as of the date such Loan is to be made, such Money Market Loan shall not be made without the consent of TKG (which consent may be waived only by TKG). The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ~~set forth in~~ ensures that it does not qualify as attracting funds from the ~~definition of~~ “~~professional market party~~public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount (or meeting any other criterion) as at any time ~~set forth in~~ ensures that it does not qualify as attracting funds from the ~~definition of~~ “~~professional market party~~public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this Section, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market Loans ~~in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section, provided that: (i) there may be no more than 8 different Interest Periods for both Euro-Dollar Loans and Money Market Loans outstanding at the same time (for which purpose Interest Periods described in different numbered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans and Swing Line Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iii) No Money Market Loan made by any Bank shall reduce such Bank’s obligation hereunder to make Loans to the Borrower equal to its pro rata share of then remaining Unused Commitments. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit E hereto (a “Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ”) so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xCharlotte, North Carolina time) ~~the fourth~~ two Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the “Quotation Date”); (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; and (iii) the duration of the Interest Period applicable thereto, ~~subject~~ which shall be 7 to ~~the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate~~180 days. The ~~applicable~~ Borrower may request offers to make Money Market Loans for ~~more than one~~ up to three different Interest ~~Period~~ Periods in a single Money Market Quote Request~~. No~~ ; provided that the request for each separate Interest Period shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. Except as otherwise provided in the immediately preceding sentence, the Borrower shall ~~be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ not deliver a Money Market Quote ~~Request~~Request more frequently than once every 5 Domestic Business Days. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a Money Market Quote containing an offer ~~or offers~~ to make a Money Market ~~Loans~~ Loan in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower’s request under Section 2.03(b) specified more than one Interest Period, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xCharlotte, North Carolina time) ~~1:00 p.m.~~ on the ~~fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction~~ Quotation Date (or ~~(y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such Tranche A Borrower,~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~Required Banks, may agree); provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than ~~15 minutes prior to~~ 9:45 A.M. (Charlotte, North Carolina time) on the ~~deadline for the other Lenders~~Quotation Date. Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Outback Steakhouse Inc)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, ~~the Tranche A Borrowers~~ any Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~requesting Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ requesting Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans to all Borrowers, together with the aggregate principal amount of all Syndicated Loans to all Borrowers, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iii) the Money Market Loans of any Bank will not reduce such Bank's obligation to lend its remaining Unused Commitment. (b) When any ~~Tranche A~~ Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 1 Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the Administrative ~~Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 270 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $5,000,000, and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that~~$1,000,000, ~~in the case of TMFNL, the aggregate amount of such Borrowing~~ but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 3 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Administrative Agent, the ~~Administrative Agent shall send~~ Banks and the Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit J hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$5,000,000~~ at least $1,000,000 or a larger integral multiple of ~~US$l,000,000~~$500,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, ~~the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan~~if necessary, ~~expressed as a percentage (specified~~ to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market ~~Loan~~Loan (such rate being hereinafter referred to as the "Money Market Rate"); ~~and~~ and (ED) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Administrative Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amount of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The Administrative Agent shall as promptly ~~notify~~ as practicable after the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted ~~solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify~~ (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers but in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders event not later than ~~the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~10:30 A.M. (Atlanta, Georgia time), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.the

Appears in 1 contract

Samples: Credit Agreement (National Service Industries Inc)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~requesting Syndicated Borrowings, so long as no Default or Event of Default is in existence, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(ii) and 2.03(a)(ii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xCharlotte, North Carolina time) ~~the fourth~~ at least 1 Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request~~Requests have been fully processed by the Agent, the Banks and the Borrower pursuant to this Section 2.03. (c) ~~Promptly upon receipt~~ Each Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market Loan substantially in the form of Exhibit J hereto (a "Money Market Quote") in response to any Money Market Quote Request; provided that, if the ~~Administrative Agent~~ Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall ~~send~~ have no obligation to, make a single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to ~~the appropriate Lenders by facsimile transmission an Invitation for~~ be a separate Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A BorrowerQuote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xCharlotte, North Carolina time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Charlotte, North Carolina time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (iii) Each Money Market Quote shall ~~specify~~ specify: (A1) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B2) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$~~at least $5,000,000 or a larger integral multiple of ~~US$l,000,000~~$1,000,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and~~ requested; (z3) ~~may be subject to an aggregate limitation as~~ the rate of interest per annum (rounded upwards, if necessary, to the ~~principal amount~~ nearest 1/100th of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “"Money Market ~~Absolute~~ Rate~~”) offered for each such Money Market Loan~~"); ~~and~~ and (E4) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Charlotte, North Carolina time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Charlotte, North Carolina time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market Loan comprising a Money Market Borrowing ~~must~~ shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrower may not accept any offer where the Agent has advised the Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 12:00 P.M. (Charlotte, North Carolina time) on the Money Market Borrowing Date, make the amount of such Money Market Loan allocated to it available to the Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:00 P.M. (Charlotte, North Carolina time), in an account of the Borrower maintained with Wachovia. (g) After any Money Market Loan has been funded, the Agent shall notify the Banks of the aggregate principal amount of the Money Market Quotes received and the highest and lowest rates included in such Money Market Quotes.

Appears in 1 contract

Samples: Credit Agreement (Culp Inc)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Loan Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate outstanding amount of all Syndicated Loans, Swing Loans and Money Market Loans shall not exceed the lesser of (A) the aggregate amount of the Commitments and (B) the Borrowing Base; (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii), 2.01(b)(ii) and 2.03(a)(ii) but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment; and (iv) the aggregate principal amount of all Money Market Loans shall not exceed fifty percent (50%) of the aggregate amount of the Commitments of all the Banks at such time. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit J hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not greater than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be received by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $250,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 3 different Stated Maturity Dates in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that ~~Money Market Quotes submitted by~~ the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered request for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.Stated

Appears in 1 contract

Samples: Credit Agreement (Post Apartment Homes Lp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, ~~the Tranche A Borrowers~~ a Borrower may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period ~~of such Lenders~~ or the Tranche B Availability Period, as applicable, to make offers to make Money Market Loans in US U.S. Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing (i) the Total Outstandings applicable to ~~the Tranche A Borrowers~~ TMCC shall not exceed the Aggregate Tranche A Commitments and (ii) the Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche B Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When ~~any Tranche A~~ a Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be ~~US$~~$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht))$5,000,000, (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the ~~appropriate~~ Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable ~~Tranche A~~ Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (d) (i) Each ~~Tranche A~~ Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market ~~Quotes made by a Tranche A Borrower~~Quotes. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s 's Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as ~~such Tranche A Borrower,~~ the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of ~~such Tranche A~~ the applicable Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period of such Lenders to make offers to make Money Market Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount (or meeting any other criterion) as at any time ~~set forth in~~ ensures that it does not qualify as attracting funds from the ~~definition of~~ “~~professional market party~~public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount (or meeting any other criterion) as at any time ~~set forth in~~ ensures that it does not qualify as attracting funds from the ~~definition of~~ “~~professional market party~~public” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower in Dollars. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) there may be no more than ten (10) Euro-Dollar Borrowings and/or Money Market Borrowings outstanding at any given time; and (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the Total Revolving Credit Commitment at such time. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit G hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 12:00 P.M. (xNoon) ~~the fourth~~ at least one (1) Business Day prior to the date of the Money Market Borrowing proposed therein, ~~in the case of a LIBOR Auction~~ or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree, specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Business ~~Day,~~ Day (the "Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring from one (1) day to 270 days from the date of such Money Market Borrowing); provided, that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be received by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a~~ at least $1,000,000, and in larger ~~multiple~~ integral multiples of ~~US$5,000,000 (provided that~~$500,000, ~~in the case of TMFNL, the aggregate amount of such Borrowing~~ but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to three (3) different Stated Maturity Dates in a single Money Market Quote Request~~. No~~ ; provided, that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request ~~shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ for a separate Money Market ~~Quote Request~~Borrowing. (c) ~~Promptly upon receipt~~ (i) Each Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market Loan substantially in the form of Exhibit H hereto (a "Money Market Quote") in response to any Money Market Quote Request; provided, that, if the ~~Administrative Agent~~ Borrower's request under Section 2.03(b) specified more than one (1) Stated Maturity Date, such Bank may, but shall ~~send~~ have no obligation to, make a single submission containing a separate offer for each such Stated Maturity Date, and each such separate offer shall be deemed to ~~the appropriate Lenders by facsimile transmission an Invitation for~~ be a separate Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A BorrowerQuote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than ~~(x) 1:00 p.m.~~ 10:30 A.M. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Borrowing Date; provided that any Money Market Quote ~~Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes~~ submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ JPMorgan Chase Bank may be submitted, and may only be submitted, if JPMorgan Chase Bank notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks must have submitted their respective Money Market Quotes. Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Borrowing Date and Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$5,000,000~~ at least $1,000,000 or a larger integral multiple of ~~US$l,000,000~~$500,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market Loan, ~~expressed~~ (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the maximum principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted, but in any event not later than 11:30 A.M. on the Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the aggregate principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which ~~offers~~ Money Market Quotes have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 12:30 P.M. on the ~~third Business Day prior to the proposed date of~~ Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)Date, the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the ~~offers~~ Money Market Quotes so notified to it pursuant to ~~subsection~~ Section 2.03(d) (e)and the failure of the Borrower to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected Bank. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of ~~offers~~ Money Market Quotes for each ~~Interest Period~~ Stated Maturity Date that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market ~~Borrowing must be US$50,000,000 or~~ Loan comprising a ~~larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such~~ Money Market Borrowing shall be at least $1,000,000 and in larger multiples of $500,000, but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of ~~offers~~ Money Market Quotes may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or~~ Rates, beginning with the lowest rate so offered; and (iv) the Borrower may not accept any Money Market ~~Absolute Rates~~Quote where the Agent has advised the Borrower that such Money Market Quote fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, ~~as the case may be. (g)~~ Section 2.03(a)). If ~~offers~~ Money Market Quotes are made by two (2) or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such offers~~ Money Market Quotes are accepted for the related ~~Interest Period~~Stated Maturity Date (after taking into account the acceptance of all Money Market Quotes with lower Money Market Rates, if any, offered by any Bank for such related Stated Maturity Date), then the principal amount of Money Market Loans in respect of which such ~~offers~~ Money Market Quotes are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such ~~offers~~Money Market Quotes. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose Money Market Quote has been accepted shall, not later than 1:30 P.M. on the Borrowing Date, make the appropriate amount of such Money Market Loan available to the Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:30 P.M., in an account of the Borrower maintained with JPMorgan Chase Bank.

Appears in 1 contract

Samples: Credit Agreement (Home Depot Inc)

Money Market Loans. (a) ~~In addition to Committed Loans pursuant to Section 2.1, the Tranche A Borrowers may, as set forth in~~ The Borrower and its Subsidiaries (for purposes of this Section, each such Person is referred to herein as a "Money Market Borrower") may at any time and from time to time request any one or more of the ~~appropriate Lenders during the Tranche A Availability Period of such~~ Lenders to make offers to make Money Market Loans ~~in US Dollars~~ to such ~~Borrower; provided, however, that after giving effect to any~~ Money Market ~~Borrowing~~ Borrower on any Business Day during the ~~Total Outstandings applicable to~~ Availability Period in the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~manner set forth below. ~~The Lenders~~ Each such Lender may, but shall have no obligation to, make such ~~offers~~ offer, and the applicable Money Market Borrower may, but shall have no obligation to, accept any such ~~offers~~ offer in the manner set forth in this Section. (b) ~~When any Tranche A Borrower wishes to request offers to make Money Market Loans under this Section, it shall transmit to~~ In the ~~Administrative Agent by facsimile transmission~~ event that a Money Market ~~Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such~~ Borrower desires to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth borrow a Money Market ~~Margin or~~ Loan from a Lender, a Money Market ~~Absolute Rate. The applicable~~ Borrower ~~may~~ shall request ~~offers~~ that such Lender provide a quotation to ~~make~~ such Money Market ~~Loans for more than one Interest Period in a single~~ Borrower of the terms under which such Lender would be willing to provide such Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote RequestLoan. (c) ~~Promptly upon receipt~~ In the event that a Money Market Borrower elects to accept a Lender's offer for a Money Market Loan, such Money Market Borrower shall provide telephonic notice to such Lender of its election no later than 30 minutes after the time that such offer was received by such Money Market Borrower. The failure of a Money Market ~~Quote Request~~Borrower to provide such notice of acceptance in a timely manner shall be deemed to constitute a rejection of the offer of such Lender. Any Money Market Loan to be made by a Lender pursuant to this Section shall be made by the applicable Lender crediting an account specified by the applicable Money Market Borrower with the amount of such advance in same day funds promptly upon receipt of such Money Market Borrower's timely acceptance of the offer of such Lender with respect to such Money Market Loan. (e) Upon the occurrence and during the continuance of an Event of Default, each Lender that has Money Market Loans outstanding may declare its Money Market Loans (with any applicable interest thereon) to be immediately due and payable without the consent of, or notice to, any other Lender; provided that if such event is an Event of Default specified in clause (i) or (j) of Article VII with respect to the Borrower, such Lender's Money Market Loans (and any applicable interest thereon) shall automatically become immediately due and payable. (f) Each Lender that shall make a Money Market Loan pursuant to this Section shall promptly notify the Administrative Agent ~~shall send to~~ of the ~~appropriate Lenders by facsimile transmission an Invitation for~~ amount and term of such Money Market ~~Quotes, which shall constitute an invitation by the applicable Tranche A~~ Loan. (g) The Borrower and any Lender may at any time and from time to ~~each Lender to submit Money Market Quotes offering to make the~~ time enter into written agreements that provide for procedures for soliciting and extending Money Market Loans that differ from those specified in paragraphs (b) and (c) of this Section. As between the Borrower and such Lender such agreements shall supersede the provisions of such paragraphs to ~~which such~~ the extent specified therein. (h) Notwithstanding anything to the contrary contained herein, Money Market ~~Quote Request relates~~ Loans shall not be deemed extensions of credit hereunder and the rights and obligations of the Borrower in ~~accordance with~~ respect of Money Market Loans shall not be deemed rights and obligations of the Borrower hereunder; provided that Money Market Loans shall be considered to be extensions of credit under this ~~Section~~Agreement for purposes of determining availability of Revolving Loans pursuant to Section 2.01. (i) ~~Each Tranche A Lender may submit a Money Market Quote containing an offer or offers~~ In the event that the availability of any Lender's Commitment has been reduced pursuant to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. Section 2.01 on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount account of Money Market Loans ~~for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being~~ made by it to a level that is insufficient to permit such ~~quoting~~ Lender ~~may be accepted;~~ to lend its ratable share of any Revolving Borrowing requested by the Borrower hereunder (C) based upon the aggregate Commitments then in ~~the case of a LIBOR Auction~~effect, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity regardless of the ~~quoting Lender. A Money Market Quote may set forth up~~ extent to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof which utilized or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effectiveavailable), the applicable ~~Tranche A~~ Money Market Borrower shall ~~notify~~ repay such Lender's Money Market Loans simultaneously with or prior to such Revolving Borrowing (which repayment may be financed with the ~~Administrative Agent~~ proceeds of such Revolving Borrowing) by the amount necessary to cause its ~~acceptance or non-acceptance~~ unused Commitment (before giving effect to such Revolving Borrowing, but after giving effect to the proposed application of the ~~offers so notified~~ proceeds thereof to ~~it pursuant to subsection (e). In~~ the ~~case of acceptance, such notice (a “Notice~~ repayment of Money Market ~~Borrowing”~~Loans) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must to be ~~US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount~~ at least equal to its ratable share of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may berequested Revolving Borrowing. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Seagram Co LTD)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Loan Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate outstanding amount of all Syndicated Loans, Swing Loans and Money Market Loans shall not exceed the aggregate amount of the Commitments; (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii), 2.01(b)(ii) and 2.03(a)(ii) but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment; and (iv) the aggregate principal amount of all Money Market Loans outstanding at any time shall not exceed fifty percent (50%) of the aggregate amount of the Commitments of all the Banks at such time. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not greater than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be received by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $250,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 3 different Stated Maturity Dates in a single Money Market Quote Request~~. No Money Market Quote Request~~ ; provided that the request for each separate Stated Maturity Date shall be ~~given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of~~ deemed to be a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the separate Money Market Quote Request for a separate Money Market Borrowing. Except as otherwise provided in the immediately preceding sentence, after the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request ~~for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~has been given hereunder, the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.no

Appears in 1 contract

Samples: Credit Agreement (Post Apartment Homes Lp)

Money Market Loans. (a) In addition to Committed Loans pursuant to Section 2.1, the Tranche A ~~Borrowers~~ Borrowers, TCPR or TLG may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period, the Tranche B Availability Period ~~of such Lenders~~ or the Tranche D Availability Period, as applicable, to make offers to make Money Market Loans in US Dollars to NYDOCS03/828370 such Borrower; provided, however, that after giving effect to any Money Market Borrowing (i) the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments, (ii) the Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche B Commitments and (iii) the Total Outstandings applicable to TLG shall not exceed the Aggregate Tranche D Commitments. The Lenders may, but shall have no obligation to, make such offers and the applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section. (b) When any Tranche A ~~Borrower~~ Borrower, TCPR or TLG wishes to request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission a Money Market Quote Request, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which shall be a Business Day, (ii) the aggregate amount of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)EUR 50,000), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A ~~Borrower~~ Borrower, TCPR or TLG, as applicable, to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower, each Tranche B Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by TCPR and each Tranche D Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by TLG. Each Money Market Quote must comply with the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the NYDOCS03/828370 Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, TCPR or TLG, as applicable, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower, TCPR or TLG, as applicable. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A ~~Borrower~~ Borrower, TCPR or TLG, as applicable, of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) NYDOCS03/828370 the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than ~~10:00~~ 9:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or ~~9:00~~ 10:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A ~~Borrower~~ Borrower, TCPR or TLG, as applicable, shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)50,000); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Toyota Motor Credit Corp)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time; and (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(ii) and 2.03(a)(ii), but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit I hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 1 Domestic Business Day prior to the date of the Money Market Borrowing proposed ~~therein, in the case of a LIBOR Auction~~ therein (or ~~(y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Euro-Dollar Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the maturity date (or dates) (each a "Stated Maturity Date") for repayment of each Money Market Loan to be made as part of such Money Market Borrowing (which Stated Maturity Date shall be that date occurring not less than 7 days but not more than 180 days from the date of such Money Market Borrowing); provided that the Stated Maturity Date for any Money Market Loan may not extend beyond the Termination Date (as in effect on the date of such Money Market Quote Request); and (iii) the aggregate amount of principal to be requested by the Borrower as a result of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rateviolated. The ~~applicable~~ Borrower may request offers to make Money Market Loans ~~for more than one Interest Period~~ having up to 2 different Stated Maturity Dates in a single Money Market Quote Request; provided that the request for each separate Stated Maturity Date shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. No Except as otherwise provided in the immediately preceding sentence, after the first Money Market Quote Request has been given hereunder, no Money Market Quote Request shall be given ~~within five~~ until at least 5 Domestic Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ after all prior Money Market Quote ~~Request. (c) Promptly upon receipt of a Money Market Quote Request~~Requests have been fully processed by the Agent, the ~~Administrative Agent shall send~~ Banks and the Borrower pursuant to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this ~~Section~~Section 2.03. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a response containing an offer to make a Money Market ~~Quote containing an offer or offers to make~~ Loan substantially in the form of Exhibit J hereto (a "Money Market ~~Loans~~ Quote") in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower's request under Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Stated Maturity Date and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xAtlanta, Georgia time) ~~1:00 p.m.~~ on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date; provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ WBG may be submitted, and may only be submitted, if WBG notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than 9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes prior to the ~~deadline for~~ time that the other ~~Lenders~~Banks are required to have submitted their respective Money Market Quotes). Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall ~~specify~~ specify: (A) the proposed ~~date of Borrowing;~~ Money Market Borrowing Date and the Stated Maturity Date therefor; (B) the principal ~~amount~~ amounts of the Money Market Loan which the quoting Bank is willing to make for ~~which each such offer is being made~~the applicable Money Market Quote, which principal ~~amount~~ amounts (wx) may be greater than or less than the Commitment of the quoting ~~Lender~~Bank, (xy) ~~must~~ shall be ~~US$~~at least $5,000,000 or a larger integral multiple of ~~US$l,000,000~~$1,000,000, and (yz) may not exceed the principal amount of the Money Market ~~Loans~~ Borrowing for which offers were ~~requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted;~~ requested; (C) in the ~~case~~ rate of ~~a LIBOR Auction~~interest per annum (rounded upwards, if necessary, to the ~~margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”~~nearest 1/100th of 1%) offered for each such Money Market ~~Loan, expressed~~ Loan (such amounts being hereinafter referred to as ~~a percentage (specified to~~ the ~~nearest 1/10,000th of 1%) to be added to or subtracted from such base rate~~"Money Market Rate"); and (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting ~~Lender~~Bank. ~~A Money Market Quote may set forth up to five separate offers~~ Unless otherwise agreed by the ~~quoting Lender with respect to each Interest Period specified in~~ Agent and the ~~related Invitation for Money Market Quotes. (iii) Any~~ Borrower, no Money Market Quote shall ~~be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains~~ contain qualifying, conditional or similar ~~language; (C) proposes~~ language or propose terms other than or in addition to those set forth in the applicable ~~Invitation for~~ Money Market ~~Quotes;~~ Quote Request (other than setting forth the principal amounts of the Money Market Loan which the quoting Bank is willing to make for the applicable Interest Period) and, in particular, no Money Market Quote may be conditioned upon acceptance by the Borrower of all (or (Dsome specified minimum) ~~arrives after~~ of the ~~time set forth in subsection (d)(i)~~principal amount of the Money Market Loan for which such Money Market Quote is being made. (ed) The ~~Administrative~~ Agent shall as promptly as practicable after the Money Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the ~~applicable Tranche A~~ Borrower of the terms (i) of any Money Market Quote submitted by a ~~Lender~~ Bank that is in accordance with ~~subsection (d~~Section 2.03(c) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such ~~Lender~~ Bank with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the ~~Administrative~~ Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The ~~Administrative~~ Agent’s 's notice to the ~~applicable~~ Borrower shall specify (iA) the ~~aggregate~~ principal ~~amount~~ amounts of the Money Market ~~Loans~~ Borrowing for which offers have been received ~~for each Interest Period specified in the related Money Market Quote Request,~~ and (iiB) the respective principal amounts and Money Market ~~Margins or~~ Rates so offered by each Bank (identifying the Bank that made each Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be acceptedQuote). (fe) Not later than ~~10:00 a.m.~~ 11:00 A.M. (Atlanta, Georgia time) on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~Borrowing Date, the ~~applicable Tranche A~~ Borrower shall notify the ~~Administrative~~ Agent of its acceptance or ~~non-acceptance~~ nonacceptance of the offers so notified to it pursuant to ~~subsection (e)~~Section 2.03(d) and the Agent shall promptly notify each Bank which submitted an offer. In the case of acceptance, such notice ~~(a “Notice of Money Market Borrowing”)~~ shall specify the aggregate principal amount of offers (for each ~~Interest Period~~ Stated Maturity Date) that are accepted. The ~~applicable~~ Borrower may accept any Money Market Quote in whole or in part; provided ~~that~~ that: (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; ; (ii) the aggregate principal amount of each Money Market Loan comprising a Money Market Borrowing ~~must~~ shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger integral multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and violated; (iii) acceptance of offers may only be made ~~on the basis~~ in ascending order of ~~ascending~~ Money Market ~~Margins or Money Market Absolute~~ Rates~~, as the case may be.~~; and (giv) the Borrower may not accept any offer where the Agent has advised the Borrower that such offer fails to comply with Section 2.03(c)(ii) or otherwise fails to comply with the requirements of this Agreement (including without limitation, Section 2.03(a)). If offers are made by ~~two~~ 2 or more ~~Lenders~~ Banks with the same Money Market ~~Margins or Money Market Absolute Rates, as the case may be,~~ Rates for a greater aggregate principal amount than the amount in respect of which ~~such~~ offers are accepted for the related ~~Interest Period~~Stated Maturity Date, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the ~~Administrative Agent~~ Borrower among such ~~Lenders~~ Banks as nearly as possible ~~(in multiples of US$1,000,000, as the Administrative Agent may deem appropriate)~~ in proportion to the aggregate principal ~~amounts~~ amount of such offers. Determinations by the ~~Administrative Agent~~ Borrower of the amounts of Money Market Loans shall be conclusive in the absence of manifest error. (f) Any Bank whose offer to make any Money Market Loan has been accepted shall, not later than 12:00 P.M. (Atlanta, Georgia time) on the Money Market Borrowing Date, make the amount of such Money Market Loan allocated to it available to the Agent at its address referred to in Section 9.01 in immediately available funds. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower on such date by depositing the same, in immediately available funds, not later than 4:00 P.M. (Atlanta, Georgia time), in an account of the Borrower maintained with WBG. (g) After any Money Market Loan has been funded, the Agent shall notify the Banks of the aggregate principal amount of the Money Market Quotes received and the highest and lowest rates included in such Money Market Quotes.

Appears in 1 contract

Samples: Credit Agreement (Culp Inc)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this Section, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market Loans ~~in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this Section, provided that: (i) there may be no more than 8 different Interest Periods for both Euro-Dollar Loans and Money Market Loans outstanding at the same time (for which purpose Interest Periods described in different numbered clauses of the definition of the term “Interest Period” shall be deemed to be different Interest Periods even if they are coterminous); (ii) the aggregate principal amount of all Money Market Loans, together with the aggregate principal amount of all Syndicated Loans and Swing Line Loans, at any one time outstanding shall not exceed the WCSR 2018712 aggregate amount of the Commitments of all of the Banks at such time; and (iii) no Money Market Loan made by any Bank shall reduce such Bank’s obligation hereunder to make Loans to the Borrower equal to its pro rata share of the then remaining Unused Commitments. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the ~~Administrative~~ Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit E hereto (a “Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ”) so as to be received no later than ~~9:00 a.m. on~~ 11:00 A.M. (xCharlotte, North Carolina time) ~~the fourth~~ two Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the “Quotation Date”); (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger multiple of US$~~at least $5,000,000 (~~provided that,~~ and in ~~the case~~ larger multiples of ~~TMFNL, the aggregate amount of such Borrowing~~ $1,000,000) but shall not cause the limits specified in Section 2.03(a) to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; and (iii) the duration of the Interest Period applicable thereto, ~~subject~~ which shall be 7 to ~~the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth a Money Market Margin or a Money Market Absolute Rate~~180 days. The ~~applicable~~ Borrower may request offers to make Money Market Loans for ~~more than one~~ up to three different Interest ~~Period~~ Periods in a single Money Market Quote Request~~. No~~ ; provided that the request for each separate Interest Period shall be deemed to be a separate Money Market Quote Request for a separate Money Market Borrowing. Except as otherwise provided in the immediately preceding sentence, the Borrower shall ~~be given within five Business Days (or such other number of days as such Borrower and the Administrative Agent may agree) of any other~~ not deliver a Money Market Quote ~~Request~~Request more frequently than once every 5 Domestic Business Days. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market Quote Request relates in accordance with this Section. (i) Each ~~Tranche A Lender may~~ Bank may, but shall have no obligation to, submit a Money Market Quote containing an offer ~~or offers~~ to make a Money Market ~~Loans~~ Loan in response to any ~~Invitation for~~ Money Market ~~Quotes made by~~ Quote Request; provided that, if the Borrower’s request under Section 2.03(b) specified more than one Interest Period, such Bank may, but shall have no obligation to, make a ~~Tranche A Borrower~~single submission containing a separate offer for each such Interest Period and each such separate offer shall be deemed to be a separate Money Market Quote. Each Money Market Quote must ~~comply with the requirements of this subsection (d) and must~~ be submitted to the ~~Administrative~~ Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than 10:00 A.M. (xCharlotte, North Carolina time) ~~1:00 p.m.~~ on the ~~fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction~~ Quotation Date (or ~~(y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case,~~ such other time or and date as ~~such Tranche A Borrower,~~ the Borrower and the ~~Administrative Agent shall have mutually agreed and shall have notified to~~ Agent, with the ~~Lenders not later than the date~~ consent of the ~~Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~Required Banks, may agree); provided that any Money Market ~~Quotes~~ Quote submitted by ~~the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender~~ Wachovia may be submitted, and may only be submitted, if Wachovia notifies the ~~Administrative Agent or such Affiliate notifies such~~ Borrower of the terms of the offer ~~or offers~~ contained therein not later than ~~15 minutes prior to~~ 9:45 A.M. (Charlotte, North Carolina time) on the ~~deadline for the other Lenders~~Quotation Date. Subject to ~~Articles IV and VII~~Section 6.01, any Money Market Quote so made shall be irrevocable except with the written consent of the ~~Administrative~~ Agent given on the instructions of ~~such Tranche A~~ the Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.WCSR 2018712

Appears in 1 contract

Samples: Credit Agreement (Outback Steakhouse Inc)

Money Market Loans. Credit Agreemnt --------------- (a) In addition to ~~Committed~~ borrowings of Syndicated Loans ~~pursuant~~ under any Tranche, at any time prior to ~~Section 2.1,~~ the Commitment Termination Date for such Tranche ~~A Borrowers~~ an Applicable Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate~~ Lenders ~~during the~~ under such Tranche ~~A Availability Period of such Lenders~~ to make offers to make Money Market Loans ~~in US Dollars~~ under such Tranche to such ~~Borrower; provided, however, that after giving effect to~~ Borrower in Dollars or in any ~~Money Market Borrowing the Total Outstandings applicable to the Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Alternative Currency. The Lenders under such Tranche may, but shall have no obligation to, make such offers and the ~~applicable~~ Applicable Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03. Money Market Loans may be LIBOR Market Loans or Set Rate Loans (each a "Type" of Money Market Loan), provided -------- that: (i) there may be no more than 20 different Interest Periods for both Syndicated Loans and Money Market Loans outstanding under any Tranche at the same time (for which purpose (x) Interest Periods described in different lettered clauses of the definition of the term "Interest Period" shall be deemed to be different Interest Periods even if they are coterminous and (y) Loans denominated in different Currencies shall be deemed to have different Interest Periods); and (ii) the aggregate principal amount of all Money Market Loans under such Tranche, together with the aggregate principal amount of all Syndicated Loans under such Tranche, at any one time outstanding shall not exceed the aggregate amount of the Commitments under such Tranche then in effect. (b) When ~~any Tranche A~~ the Applicable Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Lenders) notice (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received -------------------------- no later than ~~9:00~~ 11:00 a.m. New York time on (x) the fifth Business Day prior to the date of borrowing proposed therein, in the case of a LIBOR Auction, (y) the fourth Business Day prior to the date of ~~Borrowing~~ borrowing proposed ~~therein,~~ therein in the case of a ~~LIBOR~~ Set Rate Auction in respect of Money Market Loans denominated in an Alternative Currency or (yz) the Business Day next preceding the date of ~~Borrowing~~ borrowing proposed ~~therein,~~ therein in the case of ~~an Absolute~~ a Set Rate Auction in respect of Money Market Loans denominated in Dollars. The Applicable Borrower may request offers to make Money Market Loans for up to three different Interest Periods in a single notice (~~or,~~ for which purpose (x) Interest Periods in ~~either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date~~ different lettered clauses of the definition of the term "Interest Period" shall be deemed to be different Interest Periods even if they are coterminous and (y) Money Market Loans denominated in different Currencies shall be deemed to have different Interest Periods); provided that the request for each separate Interest Period -------- or Currency shall be deemed to be a separate Money Market Quote Request for a separate borrowing (a "Money Market Borrowing"). Each such notice shall be ---------------------- substantially in the ~~first LIBOR Auction or Absolute Rate Auction for which such change is~~ form of Exhibit E hereto and shall specify as to ~~be effective) specifying:~~ each Money Market Borrowing: (i) the name of the Borrower, the Tranche under which such Borrowing is to be made, the Currency of such Borrowing and the proposed date of ~~Borrowing~~such borrowing, which shall be a Business Day, ; (ii) the aggregate amount of such Money Market Borrowing, which shall be ~~US$50,000,000 or a larger~~ Credit Agreement ---------------- an integral multiple of ~~US$~~$1,000,000 and not less than $5,000,000 (~~provided that~~or, in the case of ~~TMFNL~~a Borrowing of Money Market Loans denominated in an Alternative Currency, the ~~aggregate amount~~ Foreign Currency Equivalent thereof (rounded to the nearest 1,000 units of such ~~Borrowing~~ Alternative Currency)) but shall not cause the limits specified in Section 2.03(a) hereof to be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), violated; (iii) the duration of the Interest Period applicable thereto~~, subject to the provisions of the definition of Interest Period, and~~ ; (iv) whether the Money Market Quotes requested for a particular Interest Period are seeking quotes for LIBOR Market Loans or Set Rate Loans; and (v) if the Money Market Quotes requested are seeking quotes for Set Rate Loans denominated in Dollars, the date on which the Money Market Quotes are to ~~set forth a~~ be submitted (the date on which such Money Market ~~Margin or a Money Market Absolute Rate~~Quotes are to be submitted is called the "Quotation Date"). ~~The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period~~ -------------- Except as otherwise provided in ~~a single Money Market Quote Request. No~~ this Section 2.03(b), no Money Market Quote Request shall be given under any Tranche within five Business Days ~~(or such other number of days as such Borrower and the Administrative Agent may agree)~~ of any other Money Market Quote ~~Request~~Request under such Tranche. (c) ~~Promptly upon receipt of a Money Market Quote Request,~~ (i) Each Lender under the ~~Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for~~ relevant Tranche may submit one or more Money Market Quotes, ~~which shall constitute~~ each constituting an ~~invitation by the applicable Tranche A Borrower~~ offer to ~~each Lender to submit~~ make a Money Market ~~Quotes offering~~ Loan under such Tranche in response to ~~make the Money Market Loans to which such~~ any Money Market Quote Request ~~relates in accordance with this Section. (i~~under such Tranche; provided that, if the Applicable Borrower's request under Section -------- 2.03(b) ~~Each Tranche A~~ hereof specified more than one Interest Period, such Lender may ~~submit~~ make a ~~Money Market Quote~~ single submission containing ~~an offer~~ one or ~~offers to make Money Market Loans in response to any Invitation for~~ more Money Market Quotes ~~made by a Tranche A Borrower~~for each such Interest Period. Each Money Market Quote ~~must comply with the requirements of this subsection (d) and~~ must be submitted to the Administrative Agent ~~by facsimile transmission at the Administrative Agent’s Office~~ not later than (x) ~~1:00~~ 4:00 p.m. New York time on the fifth Business Day prior to the proposed date of borrowing, in the case of a LIBOR Auction, (y) 4:00 p.m. New York time on the fourth Business Day prior to the date of borrowing proposed therein in the case of a Set Rate Auction in respect of Money Market Loans denominated in an Alternative Currency or (z) 10:00 a.m. New York time on the Quotation Date in the case of a Set Rate Auction in respect of Money Market Loans denominated in Dollars; provided that any Money Market Quote may be submitted by Chase (or -------- its Applicable Lending Office) only if Chase (or such Applicable Lending Office) notifies such Applicable Borrower of the terms of the offer contained therein not later than (x) 3:45 p.m. New York time on the fifth Business Day prior to the proposed date of ~~Borrowing~~borrowing, in the case of a LIBOR ~~Auction or~~ Auction, (y) ~~9:00 a.m.~~ 3:45 p.m. New York time on the ~~proposed~~ fourth Business Day prior to the date of ~~Borrowing,~~ borrowing proposed therein in the case of ~~an Absolute~~ a Set Rate Auction ~~(or,~~ in ~~either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date~~ respect of ~~the~~ Money Market ~~Quote Request for~~ Loans denominated in an Alternative Currency or (z) 9:45 a.m. New York time on the ~~first LIBOR Auction or Absolute~~ Quotation Date in the case of a Set Rate Auction ~~for which such change is to be effective); provided that~~ in respect of Money Market ~~Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent)~~ Loans denominated in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other LendersDollars. Subject to ~~Articles IV~~ Sections 5.02(b), 5.03, 6.02 and ~~VII~~9 hereof, any Money Market Quote so made shall be irrevocable except with the ~~written~~ consent of the Administrative Agent given on the instructions of such ~~Tranche A~~ Applicable Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.

Appears in 1 contract

Samples: Credit Agreement (Capital One Financial Corp)

Money Market Loans. ~~(a) In addition~~ 3.5.1 The Borrower may at any time and from time to ~~Committed Loans pursuant to Section 2.1,~~ time request any one or more of the ~~Tranche A Borrowers may, as set forth in this Section, request the appropriate Lenders during the Tranche A Availability Period of such~~ Lenders to make offers to make Money Market Loans ~~in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ to the ~~Tranche A Borrowers shall not exceed~~ Borrower on any Business Day during the ~~Aggregate Tranche A Commitments~~period from the date hereof until the Revolving Loan Commitment Termination Date in the manner set forth below. ~~The Lenders~~ Each such Lender may, but shall have no obligation to, make such ~~offers~~ offer, and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 3.5. ~~(b) When any Tranche A~~ 3.5.2 In the event that the Borrower ~~wishes~~ desires to ~~request offers to make Money Market Loans under this Section, it shall transmit to the Administrative Agent by facsimile transmission~~ borrow a Money Market ~~Quote Request~~Loan from a Lender, ~~appropriately completed~~ the Borrower shall, prior to 11:00 a.m. (Montreal time), request that such Lender provide a quotation to the Borrower of the amount and ~~signed~~ terms under which such Lender would be willing to provide such Money Market Loan. Each Money Market Loan shall be in CDollars or USDollars and if in CDollars, in an amount of not less than C$1,000,000 or on integral multiple of C$1,000,000 in excess thereof, and if in USDollars, in an amount of not less than US$1,000,000 or an integral multiple of US$1,000,000 in excess thereof. 3.5.3 In the event that the Borrower elects to accept a Lender's offer for a Money Market Loan, the Borrower shall provide telephonic notice to such Lender of its election in a timely manner after the time that such offer was received by the Borrower. The failure of the Borrower to provide such notice of acceptance in a timely manner shall be deemed to constitute a rejection of the offer of such Lender. Any Money Market Loan to be made by a ~~Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower~~ Lender pursuant to the Administrative Agent, so as to be received no later than 9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective) specifying: (i) the proposed date of Borrowing, which this Section 3.5 shall be ~~a Business Day, (ii)~~ made by the ~~aggregate~~ Lender crediting an account specified by the Borrower with the amount of such ~~Borrowing, which shall be US$50,000,000 or a larger multiple~~ advance in same day funds in accordance with the terms agreed upon for such Money Market Loan following receipt of ~~US$5,000,000 (provided that, in~~ the ~~case~~ Borrower's timely acceptance of ~~TMFNL,~~ the ~~aggregate amount~~ offer of such ~~Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant~~ Lender with respect to such Money Market Loan. 3.5.4 The Borrower agrees to forward to the ~~Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject~~ Lender with respect to ~~the provisions of the definition of Interest Period, and (iv) whether the Money Market Quotes requested are to set forth~~ a Money Market ~~Margin or a~~ Loan written evidence of such Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be given within five Business Days (or such other number of days as such Borrower and Loan by providing, on the ~~Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly~~ date upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market ~~Quote Request relates~~ Loan is made, documents, in ~~accordance with this Section. (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers~~ form and substance acceptable to ~~make Money Market Loans in response to any Invitation for Money Market Quotes made~~ both the Borrower and such Lender, executed and delivered by a ~~Tranche A Borrower. Each Money Market Quote must comply with~~ duly authorized officer of the requirements of this subsection (d) and must be submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office not later than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, ~~and~~ confirming the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective); provided that Money Market Quotes submitted by the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote amount so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auctionborrowed, the rate of interest ~~per annum~~ applicable thereto and the maturity thereof (~~specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each~~ with such Money Market ~~Loan~~Loan being due and payable on such date of maturity); ~~and (E)~~ provided that the ~~identity~~ failure of the ~~quoting Lender. A Money Market Quote may set forth up~~ Borrower to ~~five separate offers by~~ provide such documents shall not impair the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all obligation of the ~~information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition~~ Borrower to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of repay any Money Market ~~Quote submitted~~ Loan borrowed by a it. All borrowings pursuant to this Section 3.5 shall bear interest at the rate quoted to the Borrower by the relevant Lender in its quotation described in Section 3.5. 3.5.5 In the event that all amounts then owing under this Agreement become due and payable prior to their scheduled maturity, each Lender that ~~is in accordance with subsection (d) and (ii) of any~~ has a Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Loan outstanding may declare its Money Market Loans ~~for which offers have been received for each Interest Period~~ (with any applicable interest thereon) to be immediately due and payable without the consent of, or notice to, any other Lender; provided that if such event is an Event of Default specified in ~~the related Money Market Quote Request~~Section 12.1.11, ~~(ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of~~ each Lender's Money Market Loans ~~for which offers in~~ (and any ~~single Money Market Quote may be accepted~~applicable interest thereon) shall automatically become immediately due and payable. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable 3.5.6 The Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower any Lender may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time ~~set forth in the definition of “professional market party” under or pursuant~~ and from time to ~~the Netherlands Financial Supervision Act (wet op het financieel toezicht));~~ time enter into written agreements that provide for procedures for soliciting and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of extending Money Market Loans that differ from those specified in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion Sections 3.5.2 to ~~the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.~~3.5.5

Appears in 1 contract

Samples: Credit Agreement (Black Hawk Merger Sub Inc)

Money Market Loans. (a) In addition to ~~Committed Loans pursuant to Section 2.1~~making Syndicated Loan Borrowings, the ~~Tranche A Borrowers~~ Borrower may, as set forth in this ~~Section~~Section 2.03, request the ~~appropriate Lenders during the Tranche A Availability Period of such Lenders~~ Banks to make offers to make Money Market ~~Loans in US Dollars to such Borrower; provided, however, that after giving effect to any Money Market Borrowing the Total Outstandings applicable~~ Borrowings available to the ~~Tranche A Borrowers shall not exceed the Aggregate Tranche A Commitments~~Borrower. The ~~Lenders~~ Banks may, but shall have no obligation to, make such offers and the ~~applicable~~ Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in this ~~Section~~Section 2.03, provided that: (i) the number of interest rates applicable to Money Market Loans which may be outstanding at any given time is subject to the provisions of Section 2.02(g); (ii) the aggregate outstanding amount of all Syndicated Loans, Swing Loans and Money Market Loans shall not exceed the lesser of (A) the aggregate amount of the Commitments and (B) the Borrowing Base; (iii) the Money Market Loans of any Bank will be deemed to be usage of the Commitments for the purpose of calculating availability pursuant to Section 2.01(a)(ii), 2.01(b)(ii) and 2.03(a)(ii) but will not reduce such Bank's obligation to lend its pro rata share of the remaining Unused Commitment; and (iv) the aggregate principal amount of all Money Market Loans shall not exceed fifty percent (50%) of the aggregate amount of the Commitments of all the Banks at such time. (b) When ~~any Tranche A~~ the Borrower wishes to request offers to make Money Market ~~Loans under this Section~~Loans, it shall ~~transmit to~~ give the Administrative Agent ~~by facsimile transmission~~ (which shall promptly notify the Banks) notice substantially in the form of Exhibit J hereto (a "Money Market Quote Request~~, appropriately completed and signed by a Responsible Officer or any other Person designated in writing by a Responsible Officer of such Borrower to the Administrative Agent,~~ ") so as to be received no later than ~~9:00 a.m. on~~ 10:00 A.M. (xAtlanta, Georgia time) ~~the fourth~~ at least 2 Domestic Business ~~Day~~ Days prior to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Business Day next preceding the date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market ~~Quote Request for~~ Borrowing proposed therein (or such other time and date as the ~~first LIBOR Auction or Absolute Rate Auction for which such change is to be effective)~~ Borrower and the Administrative Agent, with the consent of the Required Banks, may agree), specifying: : (i) the proposed date of such Money Market Borrowing, which shall be a Domestic Business ~~Day,~~ Day (the "Money Market Borrowing Date"); (ii) the ~~aggregate amount~~ maturity date (or dates) (each a "Stated Maturity Date") for repayment of such Borrowing, which shall be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)), (iii) the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, and (iv) whether the each Money Market ~~Quotes requested are~~ Loan to set forth a Money Market Margin or a Money Market Absolute Rate. The applicable Borrower may request offers to make Money Market Loans for more than one Interest Period in a single Money Market Quote Request. No Money Market Quote Request shall be ~~given within five Business Days (or such other number~~ made as part of days as such Borrower and the Administrative Agent may agree) of any other Money Market Quote Request. (c) Promptly upon receipt of a Money Market Quote Request, the Administrative Agent shall send to the appropriate Lenders by facsimile transmission an Invitation for Money Market Quotes, which shall constitute an invitation by the applicable Tranche A Borrower to each Lender to submit Money Market Quotes offering to make the Money Market Loans to which such Money Market ~~Quote Request relates in accordance with this Section.~~ Borrowing (i) Each Tranche A Lender may submit a Money Market Quote containing an offer or offers to make Money Market Loans in response to any Invitation for Money Market Quotes made by a Tranche A Borrower. Each Money Market Quote must comply with the requirements of this subsection (d) and must which Stated Maturity Date shall be ~~submitted to the Administrative Agent by facsimile transmission at the Administrative Agent’s Office~~ that date occurring not ~~later~~ less than (x) 1:00 p.m. on the fourth Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as such Tranche A Borrower, and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders 7 days but not ~~later~~ greater than 180 days from the date of ~~the~~ such Money Market ~~Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective~~Borrowing); provided that ~~Money Market Quotes submitted by~~ the Administrative Agent (or any Affiliate of the Administrative Agent) in the capacity of a Lender may be submitted, and may only be submitted, if the Administrative Agent or such Affiliate notifies such Borrower of the terms of the offer or offers contained therein not later than 15 minutes prior to the deadline for the other Lenders. Subject to Articles IV and VII, any Money Market Quote so made shall be irrevocable except with the written consent of the Administrative Agent given on the instructions of such Tranche A Borrower. (ii) Each Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the principal amount of the Money Market Loan for which each such offer is being made, which principal amount (w) may be greater than or less than the Commitment of the quoting Lender, (x) must be US$5,000,000 or a larger multiple of US$l,000,000, (y) may not exceed the principal amount of Money Market Loans for which offers were requested and (z) may be subject to an aggregate limitation as to the principal amount of Money Market Loans for which offers being made by such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the margin above or below the applicable Eurocurrency Rate (the “Money Market Margin”) offered for each such Money Market Loan, expressed as a percentage (specified to the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate; (D) in the case of an Absolute Rate Auction, the rate of interest per annum (specified to the nearest 1/10,000th of 1%) (the “Money Market Absolute Rate”) offered for each such Money Market Loan; and (E) the identity of the quoting Lender. A Money Market Quote may set forth up to five separate offers by the quoting Lender with respect to each Interest Period specified in the related Invitation for Money Market Quotes. (iii) Any Money Market Quote shall be disregarded if it (A) is not substantially in conformity with the definition thereof or does not specify all of the information required by subsection (d)(ii); (B) contains qualifying, conditional or similar language; (C) proposes terms other than or in addition to those set forth in the applicable Invitation for Money Market Quotes; or (D) arrives after the time set forth in subsection (d)(i). (e) The Administrative Agent shall promptly notify the applicable Tranche A Borrower of the terms (i) of any Money Market Quote submitted by a Lender that is in accordance with subsection (d) and (ii) of any Money Market Quote that amends, modifies or is otherwise inconsistent with a previous Money Market Quote submitted by such Lender with respect to the same Money Market Quote Request. Any such subsequent Money Market Quote shall be disregarded by the Administrative Agent unless such subsequent Money Market Quote is submitted solely to correct a manifest error in such former Money Market Quote. The Administrative Agent’s notice to the applicable Borrower shall specify (i) the aggregate principal amount of Money Market Loans for which offers have been received for each Interest Period specified in the related Money Market Quote Request, (ii) the respective principal amounts and Money Market Margins or Money Market Absolute Rates, as the case may be, so offered and (iii) if applicable, limitations on the aggregate principal amount of Money Market Loans for which offers in any single Money Market Quote may be accepted. (f) Not later than 10:00 a.m. on the third Business Day prior to the proposed date of Borrowing of Money Market LIBOR Loans or 9:00 a.m. on the Business Day of the proposed date of Borrowing of Money Market Absolute Rate Loans (or such other time or date as the applicable Borrower and the Administrative Agent shall have mutually agreed and shall have notified to the Lenders not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the applicable Tranche A Borrower shall notify the Administrative Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a “Notice of Money Market Borrowing”) shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The applicable Borrower may accept any Money Market Quote in whole or in part; provided that (i) the aggregate principal amount of each Money Market Borrowing may not exceed the applicable amount set forth in the related Money Market Quote Request; (ii) the principal amount of each Money Market Borrowing must be US$50,000,000 or a larger multiple of US$5,000,000 (provided that, in the case of TMFNL, the aggregate amount of such Borrowing shall not be less than the Dollar Equivalent of EUR 100,000 or any other amount as at any time set forth in the definition of “professional market party” under or pursuant to the Netherlands Financial Supervision Act (wet op het financieel toezicht)); and (iii) acceptance of offers may only be made on the basis of ascending Money Market Margins or Money Market Absolute Rates, as the case may be. (g) If offers are made by two or more Lenders with the same Money Market Margins or Money Market Absolute Rates, as the case may be, for a greater aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the principal amount of Money Market Loans in respect of which such offers are accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible (in multiples of US$1,000,000, as the Administrative Agent may deem appropriate) in proportion to the aggregate principal amounts of such offers. Determinations by the Administrative Agent of the amounts of Money Market Loans shall be conclusive in the absence of manifest error.Stated Maturity

Appears in 1 contract

Samples: Credit Agreement (Post Apartment Homes Lp)

Common use of Money Market Loans Clause in Contracts