COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF ANY OTHER COUNTRY WHICH IS A MEMBER
OF THE ORGANIZATION FOR ECONOMIC COOPERATION AND DEVELOPMENT, OR A POLITICAL
SUBDIVISION OF ANY SUCH COUNTRY, ACTING THROUGH A BRANCH OR AGENCY, WHICH BANK
HAS CAPITAL AND UNIMPAIRED SURPLUS IN EXCESS OF $500,000,000 AND WHICH BANK OR
ITS HOLDING COMPANY HAS A SHORT-TERM COMMERCIAL PAPER RATING OF AT LEAST A-2 OR
THE EQUIVALENT BY S&P OR AT LEAST P-2 OR THE EQUIVALENT BY MOODY'S; (C) REVERSE
REPURCHASE AGREEMENTS WITH TERMS OF NOT MORE THAN SEVEN DAYS FROM THE DATE
ACQUIRED, FOR SECURITIES OF THE TYPE DESCRIBED IN CLAUSE (A) ABOVE AND ENTERED
INTO ONLY WITH COMMERCIAL BANKS HAVING THE QUALIFICATIONS DESCRIBED IN CLAUSE
(B) ABOVE; (D) COMMERCIAL PAPER ISSUED BY ANY PERSON INCORPORATED UNDER THE LAWS
OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF AND RATED AT LEAST A-2 OR
THE EQUIVALENT THEREOF BY S&P OR AT LEAST P-2 OR THE EQUIVALENT THEREOF BY
MOODY'S, IN EACH CASE WITH MATURITIES OF NOT MORE THAN ONE YEAR FROM THE DATE
ACQUIRED; AND (E) INVESTMENTS IN MONEY MARKET FUNDS REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED, WHICH HAVE NET ASSETS OF AT LEAST
$500,000,000 AND AT LEAST 85% OF WHOSE ASSETS CONSIST OF SECURITIES AND OTHER
OBLIGATIONS OF THE TYPE DESCRIBED IN CLAUSES (A) THROUGH (D) ABOVE.
"GAAP" SHALL MEAN UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES SET
FORTH IN THE OPINIONS AND PRONOUNCEMENTS OF THE ACCOUNTING PRINCIPLES BOARD OF
THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND STATEMENTS AND
PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD OR IN SUCH OTHER
STATEMENTS BY SUCH OTHER ENTITY AS MAY BE APPROVED BY A SIGNIFICANT SEGMENT OF
THE ACCOUNTING PROFESSION, WHICH ARE APPLICABLE TO THE CIRCUMSTANCES AS OF THE
DATE OF DETERMINATION.
"PERMITTED ENCUMBRANCES" SHALL MEAN THE FOLLOWING ENCUMBRANCES: (I) LIENS FOR
TAXES OR ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES OR LEVIES, EITHER NOT YET DUE
AND PAYABLE OR TO THE EXTENT THAT NONPAYMENT THEREOF IS PERMITTED BY THE TERMS
OF THIS AGREEMENT; (II) PLEDGES OR DEPOSITS SECURING OBLIGATIONS UNDER WORKMEN'S
COMPENSATION, UNEMPLOYMENT INSURANCE, SOCIAL SECURITY OR PUBLIC LIABILITY LAWS
OR SIMILAR LEGISLATION; (III) PLEDGES OR DEPOSITS SECURING BIDS, TENDERS,
CONTRACTS (OTHER THAN CONTRACTS FOR THE PAYMENT OF MONEY) OR LEASES TO WHICH
BORROWER OR ANY GUARANTOR IS A PARTY AS LESSEE MADE IN THE ORDINARY COURSE OF
BUSINESS; (IV) WORKERS', MECHANICS', SUPPLIERS' OR SIMILAR LIENS ARISING IN THE
ORDINARY COURSE OF BUSINESS THAT ARE EITHER NOT YET DUE AND PAYABLE OR THAT ARE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH BORROWER
OR ANY GUARANTOR HAS ESTABLISHED ADEQUATE RESERVES; (V) CARRIERS',
WAREHOUSEMEN'S, OR OTHER SIMILAR POSSESSORY LIENS ARISING IN THE ORDINARY COURSE
OF BUSINESS; (VI) AN ATTACHMENT OR JUDGMENT LIEN, BUT ONLY FOR A PERIOD OF
THIRTY (30) DAYS FOLLOWING ATTACHMENT OF SUCH LIEN AND SUCH ATTACHMENT OR
JUDGMENT LIEN SHALL CEASE TO BE A PERMITTED ENCUMBRANCE IF THE OBLIGATION THAT
IT SECURES HAS NOT BEEN SATISFIED OR BONDED DURING SUCH THIRTY (30)