Laserfiche WebLink
Prime Base Rate" shall mean the Prime Rate as of the date Issuer elects to replace the <br /> LIBOR-Based Rate with the Prime Equivalent Rate in accordance with Section 2.5 of this Note. <br /> "Prime Differential Amount" shall mean the positive difference between the Prime Base <br /> Rate and the Prime Rate, as of the date of any change in the Prime Rate. <br /> "Prime Equivalent Rate" shall mean, as of any date of determination of a Prime <br /> Differential Amount, (i) in the event that the Prime Rate is equal to or greater than the Prime <br /> Base Rate, the Prime Equivalent Rate shall equal the Last LIBOR-Based Rate plus the Prime <br /> Differential Amount, or (ii) in the event that the Prime Rate is less than the Prime Base Rate, the <br /> Prime Equivalent Rate shall equal the Last LIBOR-Based Rate minus the Prime Differential <br /> Amount. <br /> "Prime Rate" shall mean a per annum rate of interest equal to the rate which Issuer <br /> determines, in its sole discretion, is approximately the average base rate charged by large U.S. <br /> money center commercial banks on corporate loans. Issuer may make such determination based <br /> on the rate reported by any publicly available source of market data selected by Issuer that, in its <br /> sole judgment, accurately reflects the approximate average base rate charged by large U.S. <br /> money center commercial banks on corporate loans, including without limitation any of the <br /> following sources which Issuer may select to use in its sole discretion: (i) the Wall Street <br /> Journal, "Money Rates" table, (ii) Bloomberg Financial Markets, or (iii) such other comparable <br /> financial information reporting service used by Issuer at the time such rate is determined. <br /> "Regulatory Change" shall mean, with respect to Issuer, any change after the effective <br /> date of this Note in federal, state or foreign law or regulations (including Regulation D) or the <br /> adoption or making after such date of any interpretation, directive or request applying to a class <br /> of banks including Issuer of or under any federal, state or foreign law or regulations (whether or <br /> not having the force of law and whether or not failure to comply therewith would be unlawful) <br /> by any Governmental Authority or monetary authority charged with the interpretation or <br /> administration thereof. <br /> "Regulation D" shall mean Regulation D of the Board of Governors of the Federal <br /> Reserve System from time to time in effect and shall include any successor or other regulation <br /> relating to reserve requirements applicable to member banks of the Federal Reserve System. <br /> "Regulation K" shall mean Regulation K of the Board of Governors of the Federal <br /> Reserve System from time to time in effect and shall include any successor or other regulation <br /> relating to reserve requirements applicable to member banks of the Federal Reserve System. <br /> "Reserve Requirement shall mean, for any LIBOR Interest Period, the average <br /> maximum rate (expressed as a percentage) at which reserves (including, without limitation, any <br /> basic, marginal, supplemental or emergency reserves) are required by the Board of Governors of <br /> the Federal Reserve System (or any successor) to be maintained by Issuer during such LIBOR <br /> Interest Period under Regulation D with respect to "Eurocurrency liabilities" (as such term is <br /> used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement <br /> shall include any other reserves required to be maintained by Issuer by reason of any Regulatory <br /> Change with respect to (i) any category of liabilities that includes deposits by reference to which <br /> 4 <br />