PERIOD WITH RESPECT TO A LIBOR RATE BORROWING THAT BEGINS ON THE LAST BUSINESS
DAY OF A CALENDAR MONTH (OR ON A DAY FOR WHICH THERE IS NO NUMERICALLY
CORRESPONDING DAY IN THE CALENDAR MONTH AT THE END OF SUCH LIBOR RATE INTEREST
PERIOD) SHALL END ON THE LAST BUSINESS DAY OF THE RELEVANT CALENDAR MONTH AT THE
END OF SUCH LIBOR RATE INTEREST PERIOD.
"LIBOR RESERVE PERCENTAGE" MEANS FOR ANY DAY, THAT PERCENTAGE (EXPRESSED AS A
DECIMAL) WHICH IS IN EFFECT FROM TIME TO TIME UNDER REGULATION D OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM (OR ANY SUCCESSOR), AS SUCH REGULATION
MAY BE AMENDED FROM TIME TO TIME OR ANY SUCCESSOR REGULATION, AS THE MAXIMUM
RESERVE REQUIREMENT (INCLUDING, WITHOUT LIMITATION, ANY BASIC, SUPPLEMENTAL,
EMERGENCY, SPECIAL, OR MARGINAL RESERVES) APPLICABLE WITH RESPECT TO
EUROCURRENCY LIABILITIES AS THAT TERM IS DEFINED IN REGULATION D (OR AGAINST ANY
OTHER CATEGORY OF LIABILITIES THAT INCLUDES DEPOSITS BY REFERENCE TO WHICH THE
INTEREST RATE OF LIBOR RATE BORROWINGS IS DETERMINED), WHETHER OR NOT BANK HAS
ANY EUROCURRENCY LIABILITIES SUBJECT TO SUCH RESERVE REQUIREMENT AT THAT TIME.
LIBOR RATE BORROWINGS SHALL BE DEEMED TO CONSTITUTE EUROCURRENCY LIABILITIES AND
AS SUCH SHALL BE DEEMED SUBJECT TO RESERVE REQUIREMENTS WITHOUT BENEFITS OF
CREDITS FOR PRORATION, EXCEPTIONS OR OFFSETS THAT MAY BE AVAILABLE FROM TIME TO
TIME TO BANK.
THE LIBOR RATE SHALL BE ADJUSTED AUTOMATICALLY ON AND AS OF THE
EFFECTIVE DATE OF ANY CHANGE IN THE LIBOR RESERVE PERCENTAGE.
"LIEN" MEANS ANY MORTGAGE, PLEDGE, ENCUMBRANCE, CHARGE, SECURITY INTEREST, LIEN,
ASSIGNMENT OR OTHER ENCUMBRANCE, INCLUDING ANY CONDITIONAL SALE AGREEMENT OR
OTHER TITLE RETENTION AGREEMENT.
"LIQUID ASSETS" MEANS, AS OF AN APPLICABLE TIME, THE FOLLOWING, SO LONG AS THE
SAME IS NOT SUBJECT TO ANY LIEN NOR SUBJECT TO ANY RESTRICTION ON
TRANSFERABILITY, WHETHER IMPOSED UNDER APPLICABLE LAW, BY AGREEMENT, OR
OTHERWISE: (I) MARKETABLE DIRECT OBLIGATIONS ISSUED BY, OR UNCONDITIONALLY
GUARANTEED BY, THE UNITED STATES GOVERNMENT OR ISSUED BY ANY AGENCY THEREOF AND
BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES, IN EACH CASE MATURING
WITHIN ONE
15
YEAR FROM THE APPLICABLE TIME; (II) CERTIFICATES OF DEPOSIT AND TIME DEPOSITS
HAVING MATURITIES OF SIX MONTHS OR LESS FROM THE APPLICABLE TIME AND ISSUED BY
ANY COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR
ANY STATE THEREOF HAVING COMBINED CAPITAL AND SURPLUS OF NOT LESS THAN
$500,000,000; (III) COMMERCIAL PAPER OF AN ISSUER RATED AT LEAST A-1 BY STANDARD
& POOR'S RATINGS SERVICES ("S&P") OR P-1 BY MOODY'S INVESTOR'S SERVICE, INC.
("MOODY'S"), OR CARRYING AN EQUIVALENT RATING BY A NATIONALLY RECOGNIZED RATING
AGENCY, IF BOTH OF THE TWO NAMED RATING AGENCIES CEASE PUBLISHING RATINGS OF
COMMERCIAL PAPER ISSUERS GENERALLY, AND MATURING WITHIN SIX MONTHS FROM THE
APPLICABLE TIME; (IV) SECURITIES WITH MATURITIES OF ONE YEAR OR LESS FROM THE
APPLICABLE TIME AND ISSUED OR FULLY GUARANTEED BY ANY STATE, COMMONWEALTH OR
TERRITORY OF THE UNITED STATES, BY ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY
OF ANY SUCH STATE,