THE LAWS OF THE UNITED STATES, ANY STATE
THEREOF, THE DISTRICT OF COLUMBIA OR ANY MEMBER NATION OF THE ORGANIZATION FOR
ECONOMIC COOPERATION AND DEVELOPMENT, AND IS A MEMBER OF THE FEDERAL RESERVE
SYSTEM, AND (B) HAS COMBINED CAPITAL AND SURPLUS OF AT LEAST $250,000,000 (ANY
SUCH BANK IN THE FOREGOING CLAUSES (I) OR (II) BEING AN "APPROVED BANK"), IN
EACH CASE WITH AVERAGE MATURITIES OF NOT MORE THAN 12 MONTHS FROM THE DATE OF
ACQUISITION THEREOF;
(IV)
COMMERCIAL PAPER AND VARIABLE OR FIXED RATE
NOTES ISSUED BY AN APPROVED BANK (OR BY THE PARENT COMPANY THEREOF) OR ANY
VARIABLE OR FIXED RATE NOTE ISSUED BY, OR GUARANTEED BY, A CORPORATION RATED A-2
(OR THE EQUIVALENT THEREOF) OR BETTER BY S&P OR P-2 (OR THE EQUIVALENT THEREOF)
OR BETTER BY MOODY'S, IN EACH CASE WITH AVERAGE MATURITIES OF NOT MORE THAN 24
MONTHS FROM THE DATE OF ACQUISITION THEREOF;
(V)
REPURCHASE AGREEMENTS ENTERED INTO BY ANY
PERSON WITH A BANK OR TRUST COMPANY (INCLUDING ANY OF THE LENDERS) OR RECOGNIZED
SECURITIES DEALER, IN EACH CASE, HAVING CAPITAL AND SURPLUS IN EXCESS OF
$250,000,000 FOR DIRECT OBLIGATIONS ISSUED BY OR FULLY GUARANTEED OR INSURED BY
THE GOVERNMENT OR ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR CANADA
OR ANY MEMBER NATION OF THE EUROPEAN UNION, IN WHICH SUCH PERSON SHALL HAVE A
PERFECTED FIRST PRIORITY SECURITY INTEREST (SUBJECT TO NO OTHER LIENS) AND
HAVING, ON THE DATE OF PURCHASE THEREOF, A FAIR MARKET VALUE OF AT LEAST 100% OF
THE AMOUNT OF THE REPURCHASE OBLIGATIONS;
(VI)
SECURITIES WITH AVERAGE MATURITIES OF 24
MONTHS OR LESS FROM THE DATE OF ACQUISITION 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, COMMONWEALTH OR TERRITORY OR
BY ANY FOREIGN GOVERNMENT HAVING AN INVESTMENT GRADE RATING FROM EITHER S&P OR
MOODY'S (OR THE EQUIVALENT THEREOF);
(VII)
INVESTMENTS WITH AVERAGE MATURITIES OF 24 MONTHS
OR LESS FROM THE DATE OF ACQUISITION IN MONEY MARKET FUNDS RATED AAA- (OR THE
EQUIVALENT THEREOF) OR BETTER BY S&P OR AAA3 (OR THE EQUIVALENT THEREOF) OR
BETTER BY MOODY'S;
(VIII)
INSTRUMENTS EQUIVALENT TO THOSE REFERRED TO IN
CLAUSES (I) THROUGH (VII) ABOVE DENOMINATED IN CANADIAN DOLLARS, EUROS, POUNDS
STERLING OR ANY OTHER FOREIGN CURRENCY COMPARABLE IN CREDIT QUALITY AND TENOR TO
THOSE REFERRED TO ABOVE AND CUSTOMARILY USED BY CORPORATIONS FOR CASH MANAGEMENT
PURPOSES IN ANY JURISDICTION OUTSIDE THE UNITED STATES TO THE EXTENT REASONABLY
REQUIRED IN CONNECTION WITH ANY BUSINESS CONDUCTED BY ANY RESTRICTED SUBSIDIARY
ORGANIZED IN SUCH JURISDICTION; AND
(IX)
INVESTMENTS, CLASSIFIED IN ACCORDANCE WITH
GAAP AS CURRENT ASSETS OF THE LEAD BORROWER OR ANY RESTRICTED SUBSIDIARY, IN
MONEY MARKET INVESTMENT PROGRAMS WHICH ARE REGISTERED UNDER THE INVESTMENT
COMPANY ACT OF 1940 OR WHICH ARE
9
ADMINISTERED BY FINANCIAL INSTITUTIONS HAVING CAPITAL OF AT LEAST $250,000,000,
AND, IN EITHER CASE, THE PORTFOLIOS OF WHICH ARE LIMITED SUCH THAT SUBSTANTIALLY
ALL OF SUCH INVESTMENTS ARE OF THE CHARACTER, QUALITY AND MATURITY