LIBOR Provisions. (a) Subject to the provisions of Section 3.1(c) hereof, Borrowing Agent may request that the Term Loan be made as LIBOR Rate Loans, that outstanding portions of the Term Loan be converted to LIBOR Rate Loans and that all or any portion of a LIBOR Rate Loan be continued as a LIBOR Rate Loan upon expiration of the applicable Interest Period. Any such request will be made by submitting a Notice of Borrowing to Agent. Upon the expiration of an Interest Period, in the absence of a new Notice of Borrowing submitted to Agent not less than by 11:00 a.m. (Chicago time) three (3) Business Days prior to the end of such Interest Period, the LIBOR Rate Loan then maturing shall be automatically converted to a LIBOR Rate Loan with a one month Interest Period. There may be no more than six (6) LIBOR Rate Loans outstanding at any one time. Loans which are not requested as LIBOR Rate Loans in accordance with this Section 3.2(a) shall be Prime Rate Loans. Agent will promptly notify Lenders, by written notice, of each Notice of Borrowing received by Agent prior to the first day of the Interest Period of the LIBOR Rate Loan requested thereby.
(b) In the event, prior to commencement of any Interest Period relating to a LIBOR Rate Loan, Agent shall determine in good faith or be notified in good faith and in writing by Required Lenders that adequate and reasonable methods do not exist for ascertaining LIBOR, Agent shall promptly provide notice of such determination to Borrowing Agent and Lenders (which shall be conclusive and binding on Borrowers and Lenders). In such event (1) any request for a LIBOR Rate Loan or for a conversion to or continuation of a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Prime Rate Loan, (2) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period relating thereto, become a Prime Rate Loan and (3) the obligations of Lenders to make LIBOR Rate Loans shall be suspended until Agent or Required Lenders determine that the circumstances giving rise to such suspension no longer exist, in which event Agent shall so notify Borrowing Agent and Lenders.
(c) Notwithstanding any other provisions hereof, if any law, rule, regulation, treaty or directive or interpretation or application thereof shall make it unlawful for any Lender to make, fund or maintain LIBOR Rate Loans, such Lender shall promptly give notice of such circumstances to Agent, Borrowing Agent and the other Lenders. In such a...
LIBOR Provisions. (i) [Reserved].
LIBOR Provisions. The following special provisions relate to LIBOR Rate Loans and, as applicable, to Base Rate Loans:
LIBOR Provisions. Notwithstanding anything to the contrary in this Agreement, in the event that, by reason of any Regulatory Change (for purposes hereof "Regulatory Change" shall mean, with respect to the Agent or any Lender, any change after the date of this Agreement in United States Federal, state or foreign law or regulations (including, without limitation, Regulation D) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks including the Agent or any Lender of or under any United States Federal, state or foreign law or regulations (whether or not having the force of law and whether or not failure to comply therewith would be unlawful)), the Agent or any Lender either (a) incurs any material additional costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such bank which includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Financing Agreement or a category of extensions of credit or other assets of the Agent or any Lender which includes LIBOR Loans or (b) becomes subject to any material restrictions on the amount of such a category of liabilities or assets which it may hold, then, if the Agent or the Required Lenders so elect by notice to the Companies the obligation of the Agent and the Lenders to make or continue, or to convert Chase Bank Rate Loans into LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect.
LIBOR Provisions. 2.1. LIBOR Option 2.2. Certain Definitions 2.3. Conditions for Basing Interest on the LIBOR Rate 2.4. Indemnification for Funding and Other Losses 2.5. Change in Applicable Laws, Regulations, etc.
2.6. LIBOR Taxes
LIBOR Provisions. (a) The Borrower shall hedge the floating interest expense of the Loan evidenced by the Note by maintaining one or more interest rate swap agreements in an aggregate notional amount equal to the principal balance of the Note outstanding over such term that the hedge is executed and providing for a fixed rate acceptable to Lender, with the Borrower making fixed rate payments and receiving floating rate payments to offset changes in the variable interest expense of the Note, all upon such terms and conditions as shall be acceptable to Lender. To establish this interest rate hedge, the Borrower and the Lender have entered into the Hedging Contracts.
(b) The Borrower hereby warrants and represents that it has received and reviewed the Derivative Risk Disclosure provided to the Borrower by the Lender. Borrower warrants and represents that it knows and understands the risks associated with the transactions contemplated by the Hedging Contracts, and has consulted with or had the opportunity to consult with legal, tax and accounting advisors regarding such risks.
LIBOR Provisions. In the notice of borrowing delivered pursuant to Section 4.01(a)(v), the Borrower shall specify the Interest Period used to determine the LIBOR Rate as of the Closing Date. Upon the expiration of each Interest Period, in the absence of the Borrower providing written notice to the Agent not less than three (3) Business Days prior to the end of such Interest Period electing a different Interest Period, the same Interest Period shall be used to determine the LIBOR Rate for the immediately succeeding Interest Period. If the Borrower provides written notice electing a new Interest Period, then such new Interest Period and the corresponding LIBOR Rate shall be used.
LIBOR Provisions. Notwithstanding anything to the contrary contained in this Note, the Borrower agrees that the following shall apply to the interest rate based on LIBOR:
(i) If the Bank determines (which determination shall be conclusive absent manifest error) that LIBOR is unavailable, unascertainable or illegal, or fails adequately to reflect the cost of making loans based on LIBOR, but such circumstances are likely to exist for less than three (3) consecutive Interest Periods, then the Bank shall forthwith give notice thereof to the Borrower, whereupon (until such time as the Bank notifies the Borrower that such circumstances no longer exist), LIBOR shall be replaced with a rate equal to the Fed Funds Rate plus 50 basis points.
LIBOR Provisions. 44 Section 2.17. Taxes ......................................................................................................... 45 Section 2.18. Obligations of Lenders Several ................................................................. 49 Section 2.19. Defaulting Lenders.................................................................................... 49 Section 2.20. Mitigation Obligations; Replacement of Lenders ..................................... 51 Section 2.21. Payments by Borrower; Presumptions by Administrative Agent ......................................................................................................... 52
LIBOR Provisions. 44 (a) Funding Loss...................................................................................44 (b) Basis for Determining Variable Hire Inadequate or Unfair.......................................44 (c) Illegality.....................................................................................45 (d) Increased Cost and Reduced Return..............................................................45 SECTION 32. Governing Law and Jurisdiction.................................................................47 SECTION 33. Waiver of Jury Trial...........................................................................49 SECTION 34. Currency of Account and Payment................................................................49 SECTION 36. Waivers, Amendments, etc..............................................................50 SECTION 37. Translation of Agreement into Spanish.................................................51 SECTION 38. Miscellaneous.........................................................................52 Schedule I Notice Information Schedule II Disclosure Documents Schedule III Commitments EXHIBITS Exhibit A Form of Asset Use Supplement Exhibit B-1 Form of Acquisition Date Notice Exhibit B-2 Form of Construction Advance Notice Exhibit C Form of Purchase Order Exhibit D Form of Pledge Agreement Exhibit D-1 Form of Mortgage Exhibit E Form of Completion Certificate Exhibit F Form of Continuation Notice ASSET USE AGREEMENT ASSET USE AGREEMENT dated as of March 31, 1999, (herein, as amended and supplemented from time to time, called this "Agreement") between AUTOMOTIVE BUSINESS TRUST 1999-A, a Delaware business trust (herein, together with its successors and assigns, called the "Obligee" or "Owner"), and OXFORD AUTOMOTRIZ DE MEXICO S.A. DE C.V., a corporation organized and existing under the laws of Mexico (herein called the "Obligor").
