IN THE ORDINARY COURSE OF BUSINESS IN
COMPLIANCE WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL
SECURITY LAWS OR REGULATIONS;
(IV)
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;
(V)
JUDGMENT AND ATTACHMENT LIENS NOT GIVING RISE TO AN EVENT OF
DEFAULT OR LIENS CREATED BY OR EXISTING FROM ANY LITIGATION OR LEGAL PROCEEDING
THAT ARE CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND
WITH RESPECT TO WHICH ADEQUATE RESERVES ARE BEING MAINTAINED IN ACCORDANCE WITH
GAAP;
17
(VI)
CUSTOMARY RIGHTS OF SET-OFF, REVOCATION, REFUND OR CHARGEBACK
UNDER DEPOSIT AGREEMENTS OR UNDER THE UNIFORM COMMERCIAL CODE OR COMMON LAW OF
BANKS OR OTHER FINANCIAL INSTITUTIONS WHERE BORROWER OR ANY OF ITS SUBSIDIARIES
MAINTAINS DEPOSITS (OTHER THAN DEPOSITS INTENDED AS CASH COLLATERAL) IN THE
ORDINARY COURSE OF BUSINESS; AND
(VII)
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 MATERIALLY INTERFERE WITH THE
ORDINARY CONDUCT OF BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES TAKEN AS A
WHOLE;
provided, that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.
"Permitted Investments" shall mean:
(I)
DIRECT OBLIGATIONS OF, OR OBLIGATIONS THE PRINCIPAL OF AND
INTEREST ON WHICH ARE UNCONDITIONALLY GUARANTEED BY, THE UNITED STATES OR CANADA
(OR BY ANY AGENCY THEREOF TO THE EXTENT SUCH OBLIGATIONS ARE BACKED BY THE FULL
FAITH AND CREDIT OF THE UNITED STATES OR CANADA), IN EACH CASE MATURING WITHIN
ONE YEAR FROM THE DATE OF ACQUISITION THEREOF;
(II)
COMMERCIAL PAPER RATED AT LEAST A-1 (OR ITS EQUIVALENT) BY S&P OR
P-1 (OR ITS EQUIVALENT) BY MOODY'S AT THE TIME OF ACQUISITION THEREOF, AND IN
EITHER CASE MATURING WITHIN 360 DAYSFROM THE DATE OF ACQUISITION THEREOF;
(III)
CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS
MATURING WITHIN 180 DAYS OF 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 OR ANY STATE THEREOF WHICH HAS (A) A COMBINED CAPITAL AND SURPLUS AND
UNDIVIDED PROFITS OF NOT LESS THAN $500,000,000 OR (B) HAS CERTIFICATES OF
DEPOSIT OR OTHER DEBT OBLIGATIONS RATED AT LEAST A-1 (OR ITS EQUIVALENT) BY S&P
OR P-1 (OR ITS EQUIVALENT) BY MOODY'S;
(IV)
FULLY COLLATERALIZED REPURCHASE AGREEMENTS WITH A TERM OF NOT MORE
THAN 30 DAYS FOR SECURITIES DESCRIBED IN CLAUSE (I) ABOVE AND ENTERED INTO WITH
A FINANCIAL INSTITUTION SATISFYING THE CRITERIA DESCRIBED IN CLAUSE (III) ABOVE;
(V)
MUTUAL FUNDS OR SIMILAR FUNDS THAT HAVE AT LEAST 95% OF THEIR
ASSETS INVESTED IN ANY ONE OR MORE OF THE PERMITTED INVESTMENTS DESCRIBED IN
CLAUSES (I) THROUGH (IV) ABOVE;
(vi)
demand deposit accounts maintained in