WHICH ANY BORROWER OR
A SUBSIDIARY OF ANY BORROWER IS A PARTY, AND OTHER MINOR LIENS OR ENCUMBRANCES
NONE OF WHICH IN THE OPINION OF THE BORROWERS INTERFERES MATERIALLY WITH THE USE
OF THE PROPERTY AFFECTED IN THE ORDINARY CONDUCT OF THE BUSINESS OF THE
BORROWERS AND THEIR SUBSIDIARIES, WHICH DEFECTS DO NOT INDIVIDUALLY OR IN THE
AGGREGATE HAVE A MATERIALLY ADVERSE EFFECT ON THE BUSINESS OF THE BORROWERS AND
THEIR SUBSIDIARIES ON A CONSOLIDATED BASIS;
(F)
LIENS EXISTING ON THE DATE HEREOF AND LISTED AND DESCRIBED ON
SCHEDULE 10.2 HERETO;
(G)
PURCHASE MONEY SECURITY INTERESTS IN OR PURCHASE MONEY MORTGAGES
ON REAL OR PERSONAL PROPERTY OTHER THAN MORTGAGED PROPERTIES ACQUIRED AFTER THE
DATE HEREOF TO SECURE PURCHASE MONEY INDEBTEDNESS OF THE TYPE AND AMOUNT
PERMITTED BY §10.1(D), INCURRED IN CONNECTION WITH THE ACQUISITION OF SUCH
PROPERTY, WHICH SECURITY INTERESTS OR MORTGAGES COVER ONLY THE REAL OR PERSONAL
PROPERTY SO ACQUIRED;
(H)
OTHER LIENS AND ENCUMBRANCES ON EACH MORTGAGED PROPERTY AS AND TO
THE EXTENT PERMITTED BY THE MORTGAGE APPLICABLE THERETO;
(I)
LIENS IN FAVOR OF THE AGENT FOR THE BENEFIT OF THE LENDERS AND
THE AGENT UNDER THE LOAN DOCUMENTS;
(J)
LIENS ON TENANT IMPROVEMENTS SECURING INDEBTEDNESS INCURRED WITH
RESPECT THERETO AND WHICH IS PERMITTED UNDER §10.1(D) OR §10.1(J); AND
(K)
LIENS CREATED UNDER, OR EVIDENCED OR GOVERNED BY, THE SENIOR
SECURED DEBT DOCUMENTS SECURING INDEBTEDNESS PERMITTED BY §10.1(G) AND OTHER
NOTE OBLIGATIONS (AS DEFINED IN THE SENIOR SECURED DEBT DOCUMENTS, AS IN EFFECT
ON THE CLOSING DATE), SO LONG AS SUCH LIENS ARE SUBJECT TO, AND SUBORDINATED
PURSUANT TO, ALL OF THE TERMS OF THE INTERCREDITOR AGREEMENT.
10.3
Restrictions on Investments.
None of the Borrowers will, and none
will permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:
(A)
MARKETABLE DIRECT OR GUARANTEED OBLIGATIONS OF THE UNITED STATES
OF AMERICA THAT MATURE WITHIN ONE (1) YEAR FROM THE DATE OF PURCHASE BY SUCH
BORROWER;
(B)
RECEIVABLES OWING TO A BORROWER OR ANY OF ITS SUBSIDIARIES IF
CREATED OR ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND PAYABLE OR
DISCHARGEABLE IN ACCORDANCE WITH CUSTOMARY TRADE TERMS;
(C)
DEMAND DEPOSITS, CERTIFICATES OF DEPOSIT, BANKERS ACCEPTANCES AND
TIME DEPOSITS OF UNITED STATES BANKS HAVING TOTAL ASSETS IN EXCESS OF
$1,000,000,000;
72
(D)
SECURITIES COMMONLY KNOWN AS "COMMERCIAL PAPER" ISSUED BY A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF
AMERICA OR ANY STATE THEREOF THAT AT THE TIME OF PURCHASE HAVE BEEN RATED AND
THE RATINGS FOR WHICH ARE NOT LESS THAN "P 1" IF RATED BY MOODY'S INVESTORS
SERVICE, INC., AND NOT LESS THAN "A 1" IF RATED BY STANDARD AND POOR'S RATING
GROUP;
(E)
INVESTMENTS EXISTING ON THE DATE HEREOF AND LISTED ON
SCHEDULE 10.3 HERETO;
(F)
LOANS, INVESTMENTS AND ADVANCES BY ANY BORROWER IN OR TO ANOTHER
BORROWER TO THE EXTENT PERMITTED BY §§ 10.1(E) OR 10.1(F) AND EQUITY INVESTMENTS
MADE BY A BORROWER IN ANOTHER BORROWER;
(G)
INVESTMENTS BY THE BORROWERS