(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 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;
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(D)
FULLY COLLATERALIZED REPURCHASE AGREEMENTS
WITH A TERM OF NOT MORE THAN 30 DAYS FOR SECURITIES DESCRIBED IN CLAUSE
(A) ABOVE AND ENTERED INTO WITH A FINANCIAL INSTITUTION SATISFYING THE CRITERIA
DESCRIBED IN CLAUSE (C) ABOVE;
(E)
MONEY MARKET FUNDS THAT (I) COMPLY WITH THE
CRITERIA SET FORTH IN SECURITIES AND EXCHANGE COMMISSION RULE 2A-7 UNDER THE
INVESTMENT COMPANY ACT OF 1940, (II) ARE RATED AAA BY S&P AND AAA BY MOODY'S AND
(III) HAVE PORTFOLIO ASSETS OF AT LEAST $5,000,000,000; AND
(F)
ANY OTHER INVESTMENT AGREED TO IN WRITING
BY THE BANK IN ADVANCE.
"PERSON" MEANS ANY NATURAL PERSON, CORPORATION, LIMITED LIABILITY COMPANY,
TRUST, JOINT VENTURE, ASSOCIATION, COMPANY, PARTNERSHIP, GOVERNMENTAL AUTHORITY
OR OTHER ENTITY.
"PLAN" MEANS ANY EMPLOYEE PENSION BENEFIT PLAN (OTHER THAN A MULTIEMPLOYER PLAN)
SUBJECT TO THE PROVISIONS OF TITLE IV OF ERISA OR SECTION 412 OF THE CODE OR
SECTION 302 OF ERISA, AND IN RESPECT OF WHICH BORROWER OR ANY ERISA AFFILIATE IS
(OR, IF SUCH PLAN WERE TERMINATED, WOULD UNDER SECTION 4069 OF ERISA BE DEEMED
TO BE) AN "EMPLOYER" AS DEFINED IN SECTION 3(5) OF ERISA.
"PREPAYMENT EVENT" MEANS:
(A)
ANY SALE, TRANSFER OR OTHER DISPOSITION
(INCLUDING PURSUANT TO A SALE AND LEASEBACK TRANSACTION) OF ANY PROPERTY OR
ASSET OF THE BORROWER OR ANY SUBSIDIARY, OTHER THAN TRANSFERS OR DISPOSITIONS OF
CASH AND PERMITTED INVESTMENTS AND OTHER DISPOSITIONS DESCRIBED IN SECTIONS
6.05(A), (C) OR (G); OR
(B)
ANY CASUALTY OR OTHER INSURED DAMAGE TO, OR
ANY TAKING UNDER POWER OF EMINENT DOMAIN OR BY CONDEMNATION OR SIMILAR
PROCEEDING OF, ANY PROPERTY OR ASSET OF BORROWER OR ANY SUBSIDIARY WITH A FAIR
VALUE IMMEDIATELY PRIOR TO SUCH EVENT EQUAL TO OR GREATER THAN $500,000; OR
(C)
THE ISSUANCE BY BORROWER OR ANY SUBSIDIARY
OF ANY EQUITY INTERESTS, OR THE RECEIPT BY BORROWER OF ANY CAPITAL CONTRIBUTION;
OR
(D)
THE INCURRENCE BY BORROWER OR ANY SUBSIDIARY
OF ANY INDEBTEDNESS, OTHER THAN INDEBTEDNESS PERMITTED UNDER SECTION 6.01.
"PRIME RATE" MEANS THE RATE OF INTEREST PER ANNUM PUBLICLY ANNOUNCED FROM TIME
TO TIME BY LENDER AS ITS PRIME RATE; EACH CHANGE IN THE PRIME RATE SHALL BE
EFFECTIVE FROM AND INCLUDING THE DATE SUCH CHANGE IS PUBLICLY ANNOUNCED AS BEING
EFFECTIVE.
"PROJECTIONS" HAS THE MEANING ASSIGNED TO SUCH TERM IN SECTION 5.01(F).
"PROTECTIVE ADVANCE" HAS THE MEANING ASSIGNED TO SUCH TERM IN SECTION 2.04.
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"RELATED PARTIES" MEANS, WITH