the acquisition of the business listed on Schedule
6.04; provided that the consideration for such acquisition shall consist solely
of common shares of the Borrower.
"Permitted Disposition" means the disposition of the business listed on Schedule
6.05; provided that the Net Proceeds thereof shall be applied in accordance with
Section 2.11(c).
"Permitted Encumbrances" means:
(A)
LIENS IMPOSED BY LAW FOR TAXES, ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES
THAT ARE NOT YET DUE OR ARE BEING CONTESTED IN COMPLIANCE WITH SECTION 5.05;
(B)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S,
LANDLORDS' AND OTHER LIKE LIENS IMPOSED BY LAW, ARISING IN THE ORDINARY COURSE
OF BUSINESS AND SECURING OBLIGATIONS THAT ARE NOT OVERDUE BY MORE THAN 30 DAYS
OR ARE BEING CONTESTED IN COMPLIANCE WITH SECTION 5.05;
(C)
PLEDGES AND DEPOSITS MADE IN THE ORDINARY COURSE OF BUSINESS IN COMPLIANCE
WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY
LAWS OR REGULATIONS;
(D)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS, LEASES,
STATUTORY OBLIGATIONS, SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER
OBLIGATIONS OF A LIKE NATURE, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS;
(E)
JUDGMENT LIENS IN RESPECT OF JUDGMENTS THAT DO NOT CONSTITUTE AN EVENT OF
DEFAULT UNDER PARAGRAPH (L) OF ARTICLE VII;
19
(F)
EASEMENTS, ZONING RESTRICTIONS, RIGHTS-OF-WAY AND SIMILAR ENCUMBRANCES ON
REAL PROPERTY IMPOSED BY LAW OR ARISING IN THE ORDINARY COURSE OF BUSINESS THAT
DO NOT SECURE ANY MONETARY OBLIGATIONS AND DO NOT MATERIALLY DETRACT FROM THE
VALUE OF THE AFFECTED PROPERTY OR INTERFERE WITH THE ORDINARY CONDUCT OF
BUSINESS OF THE BORROWER OR ANY SUBSIDIARY; AND
(G)
LIENS ARISING FROM PERMITTED INVESTMENTS DESCRIBED IN PARAGRAPH (D) OF THE
DEFINITION OF THE TERM "PERMITTED INVESTMENTS".
provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.
"Permitted Investments" means:
(A)
DIRECT OBLIGATIONS OF, OR OBLIGATIONS THE PRINCIPAL OF AND INTEREST ON
WHICH ARE UNCONDITIONALLY GUARANTEED BY, THE UNITED STATES OF AMERICA (OR BY ANY
AGENCY THEREOF TO THE EXTENT SUCH OBLIGATIONS ARE BACKED BY THE FULL FAITH AND
CREDIT OF THE UNITED STATES OF AMERICA), IN EACH CASE MATURING WITHIN ONE YEAR
FROM THE DATE OF ACQUISITION THEREOF;
(B)
INVESTMENTS IN COMMERCIAL PAPER MATURING WITHIN 270 DAYS FROM THE DATE OF
ACQUISITION THEREOF AND HAVING, AT SUCH DATE OF ACQUISITION, THE HIGHEST CREDIT
RATING OBTAINABLE FROM S&P OR FROM MOODY'S;
(C)
INVESTMENTS IN CERTIFICATES OF DEPOSIT, BANKER'S ACCEPTANCES AND TIME OR
DEMAND DEPOSITS MATURING WITHIN 180 DAYS FROM THE DATE OF ACQUISITION THEREOF
ISSUED OR GUARANTEED BY OR PLACED WITH, AND MONEY MARKET DEPOSIT ACCOUNTS ISSUED
OR OFFERED BY, ANY DOMESTIC OFFICE OF ANY COMMERCIAL BANK ORGANIZED UNDER THE
LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF WHICH HAS A COMBINED
CAPITAL AND SURPLUS AND UNDIVIDED PROFITS OF NOT LESS THAN $500,000,000;
(D)
FULLY COLLATERALIZED REPURCHASE AGREEMENTS WITH A TERM OF NOT MORE THAN 30
DAYS FOR SECURITIES DESCRIBED IN PARAGRAPH (A) ABOVE AND ENTERED INTO WITH A
FINANCIAL INSTITUTION SATISFYING THE CRITERIA DESCRIBED IN PARAGRAPH (C) ABOVE;
AND
(E)
MONEY