(D)
LIENS IN CONNECTION WITH THE DEFERRED
PURCHASE PRICE OF PROPERTY, AS PERMITTED BY SECTION 9.02(C), BUT ONLY WITH
RESPECT TO THE PROPERTY BEING PURCHASED THERUNDER.
(E)
LIENS ON PROPERTY NOT CONSTITUTING
COLLATERAL FOR THE INDEBTEDNESS AND NOT OTHERWISE PERMITTED BY THE FOREGOING
CLAUSES OF THIS SECTION 9.03; PROVIDED THAT THE AGGREGATE PRINCIPAL OR FACE
AMOUNT OF ALL DEBT SECURED UNDER THIS SECTION 9.03(E) SHALL NOT EXCEED
$1,000,000 AT ANY TIME.
SECTION 9.04
DIVIDENDS, DISTRIBUTIONS,
REDEMPTIONS AND RESTRICTED PAYMENTS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, DECLARE OR MAKE, OR AGREE TO PAY OR MAKE, DIRECTLY
OR INDIRECTLY, ANY RESTRICTED PAYMENT, RETURN ANY CAPITAL TO ITS STOCKHOLDERS OR
MAKE ANY DISTRIBUTION OF ITS PROPERTY TO ITS EQUITY INTEREST HOLDERS, EXCEPT
(A) THE BORROWER MAY DECLARE AND PAY DIVIDENDS WITH RESPECT TO ITS EQUITY
INTERESTS PAYABLE SOLELY IN ADDITIONAL SHARES OF ITS EQUITY INTERESTS (OTHER
THAN DISQUALIFIED CAPITAL STOCK), (B) SUBSIDIARIES MAY DECLARE AND PAY DIVIDENDS
RATABLY WITH RESPECT TO THEIR EQUITY INTERESTS, (C) THE BORROWER MAY MAKE CASH
DISTRIBUTIONS TO THE PARENT WITH RESPECT TO THE PAYMENT OF REASONABLE FEES AND
EXPENSES INCURRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH THE
MAINTENANCE OF ITS CORPORATE EXISTENCE, REPORTING OBLIGATIONS, TAX AND
ACCOUNTING PREPARATION AND OTHER SIMILAR FEES AND EXPENSES AND (D) THE BORROWER
MAY MAKE RESTRICTED PAYMENTS PURSUANT TO AND IN ACCORDANCE WITH STOCK OPTION
PLANS OR OTHER BENEFIT PLANS FOR MANAGEMENT OR EMPLOYEES OF THE BORROWER AND ITS
SUBSIDIARIES.
SECTION 9.05
INVESTMENTS, LOANS AND ADVANCES.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, MAKE OR PERMIT TO
REMAIN OUTSTANDING ANY INVESTMENTS IN OR TO ANY PERSON, EXCEPT THAT THE
FOREGOING RESTRICTION SHALL NOT APPLY TO:
67
(A)
INVESTMENTS REFLECTED IN THE FINANCIAL
STATEMENTS OR WHICH ARE DISCLOSED TO THE LENDERS IN SCHEDULE 9.05.
(B)
ACCOUNTS RECEIVABLE ARISING IN THE ORDINARY
COURSE OF BUSINESS.
(C)
DIRECT OBLIGATIONS OF THE UNITED STATES OR
ANY AGENCY THEREOF, OR OBLIGATIONS GUARANTEED BY THE UNITED STATES OR ANY AGENCY
THEREOF, IN EACH CASE MATURING WITHIN ONE YEAR FROM THE DATE OF CREATION
THEREOF.
(D)
COMMERCIAL PAPER MATURING WITHIN ONE YEAR
FROM THE DATE OF CREATION THEREOF RATED IN THE HIGHEST GRADE BY S&P OR MOODY'S.
(E)
DEPOSITS MATURING WITHIN ONE YEAR FROM THE
DATE OF CREATION THEREOF WITH, INCLUDING CERTIFICATES OF DEPOSIT ISSUED BY, ANY
LENDER OR ANY OFFICE LOCATED IN THE UNITED STATES OF ANY OTHER BANK OR TRUST
COMPANY WHICH IS ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY STATE
THEREOF, HAS CAPITAL, SURPLUS AND UNDIVIDED PROFITS AGGREGATING AT LEAST
$100,000,000 (AS OF THE DATE OF SUCH BANK OR TRUST COMPANY'S MOST RECENT
FINANCIAL REPORTS) AND HAS A SHORT TERM DEPOSIT RATING OF NO LOWER THAN A2 OR
P2, AS SUCH RATING IS SET FORTH FROM TIME TO TIME, BY S&P OR MOODY'S,
RESPECTIVELY.
(F)
DEPOSITS IN MONEY MARKET FUNDS INVESTING
EXCLUSIVELY IN INVESTMENTS DESCRIBED IN SECTION 9.05(C), SECTION 9.05(D) OR
SECTION 9.05(E).
(G)
INVESTMENTS (I) MADE BY THE