WITHIN ONE (1) YEAR FROM THE DATE OF ACQUISITION THEREOF;
(E)
CERTIFICATES OF DEPOSIT, TIME DEPOSITS OR BANKER'S ACCEPTANCES,
MATURING WITHIN ONE (1) YEAR FROM THE DATE OF ACQUISITION, WITH BANKS OR TRUST
COMPANIES ORGANIZED UNDER THE LAWS OF THE UNITED STATES, THE UNSECURED LONG-TERM
DEBT OBLIGATIONS OF WHICH ARE RATED "A3" OR HIGHER BY MOODY'S OR "A-" OR HIGHER
BY S&P, AND ISSUED, OR IN THE CASE OF BANKER'S ACCEPTANCE, ACCEPTED, BY A BANK
OR TRUST COMPANY HAVING CAPITAL, SURPLUS AND UNDIVIDED PROFITS AGGREGATING AT
LEAST $500,000,000;
(F)
COMMERCIAL PAPER GIVEN THE HIGHEST RATING BY EITHER S&P OR
MOODY'S MATURING NOT MORE THAN 270 DAYS FROM THE DATE OF CREATION THEREOF;
(G)
IN "MONEY MARKET FUNDS" WITHIN THE MEANING OF RULE 2A-7 OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED;
(H)
IN OTHER SHORT-TERM INVESTMENTS UTILIZED BY FOREIGN SUBSIDIARIES
IN ACCORDANCE WITH NORMAL INVESTMENT PRACTICES FOR CASH MANAGEMENT IN
INVESTMENTS OF A TYPE ANALOGOUS TO THE FOREGOING CLAUSES (D) THROUGH (G);
(I)
RECEIVED IN CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF,
OR SETTLEMENT OF DELINQUENT ACCOUNTS AND DISPUTES WITH, CUSTOMERS AND SUPPLIERS,
IN EACH CASE, IN THE ORDINARY COURSE OF BUSINESS;
(J)
IN CONNECTION WITH HEDGE AGREEMENTS THAT ARE PERMITTED PURSUANT
TO SECTION 6.2 HEREOF;
(K)
INVESTMENTS IN CONNECTION WITH ANY CASH MANAGEMENT AGREEMENTS WITH
PNC;
(L)
TRADE CREDIT EXTENDED ON USUAL AND CUSTOMARY TERMS IN THE
ORDINARY COURSE OF BUSINESS;
(M)
LOANS TO SHAREHOLDERS, DIRECTORS OR OFFICERS IN AN AGGREGATE AMOUNT
NOT TO EXCEED $500,000 AT ANY ONE TIME OUTSTANDING;
(N)
ADVANCES TO EMPLOYEES TO MEET EXPENSES INCURRED BY SUCH EMPLOYEES
IN THE ORDINARY COURSE OF BUSINESS IN AN AGGREGATE AMOUNT NOT TO EXCEED $500,000
AT ANY ONE TIME OUTSTANDING;
19
(O)
INVESTMENTS EXISTING ON THE DATE HEREOF AND SET FORTH ON SCHEDULE
IV HERETO;
(P)
PERMITTED ACQUISITIONS; AND
(Q)
INVESTMENTS NOT OTHERWISE PROVIDED IN CLAUSES (A) THROUGH (P)
ABOVE IN AN AGGREGATE AMOUNT NOT TO EXCEED $250,000 OUTSTANDING AT ANY ONE TIME.
"Permitted Liens":
as defined in Section 6.3.
"Person":
an individual, partnership, corporation, limited liability company,
limited liability partnership, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.
"Plan":
at a particular time, any employee benefit plan which is covered by
ERISA and in respect of which the Parent, the Borrower, any Subsidiary or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.
"Pledge Agreement":
(a) the Pledge Agreement or Agreements, dated as of the
date hereof, to be executed and delivered on the Closing Date and (b) any other
Pledge Agreement between a Loan Party and the Administrative Agent, each
substantially in the form of Exhibit E hereto, as amended, supplemented or
otherwise modified from time to time.
"PNC":
PNC Bank, National Association.
"Prime Rate":
the rate of interest per annum publicly announced from time to
time by PNC as