REGULATIONS;
(IV)
LIENS AND DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE
CONTRACTS, LEASES, STATUTORY OBLIGATIONS, SURETY AND APPEAL BONDS, PERFORMANCE
BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE, IN EACH CASE IN THE ORDINARY
COURSE OF BUSINESS;
(V)
JUDGMENT AND ATTACHMENT LIENS NOT GIVING RISE TO AN EVENT OF
DEFAULT OR LIENS CREATED BY OR EXISTING FROM ANY LITIGATION OR LEGAL PROCEEDING
THAT ARE CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND
WITH RESPECT TO WHICH ADEQUATE RESERVES ARE BEING MAINTAINED IN ACCORDANCE WITH
GAAP; AND
(VI)
EASEMENTS, ZONING RESTRICTIONS, DEFECTS IN TITLE, RIGHTS-OF-WAY
AND SIMILAR ENCUMBRANCES ON REAL PROPERTY IMPOSED BY LAW OR ARISING IN THE
ORDINARY COURSE OF BUSINESS THAT DO NOT SECURE ANY MONETARY OBLIGATIONS AND DO
NOT MATERIALLY DETRACT FROM THE VALUE OF THE AFFECTED PROPERTY OR MATERIALLY
INTERFERE WITH THE ORDINARY CONDUCT OF BUSINESS OF THE BORROWER AND ITS
SUBSIDIARIES TAKEN AS A WHOLE;
provided, that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.
"Permitted Investments" shall mean:
(I)
DIRECT OBLIGATIONS OF, OR OBLIGATIONS THE PRINCIPAL OF AND
INTEREST ON WHICH ARE UNCONDITIONALLY GUARANTEED BY, THE UNITED STATES (OR BY
ANY AGENCY THEREOF TO THE EXTENT SUCH OBLIGATIONS ARE BACKED BY THE FULL FAITH
AND CREDIT OF THE UNITED STATES), IN EACH CASE MATURING WITHIN ONE YEAR FROM THE
DATE OF ACQUISITION THEREOF;
(II)
COMMERCIAL PAPER HAVING THE HIGHEST RATING, AT THE TIME OF
ACQUISITION THEREOF, OF S&P OR MOODY'S AND IN EITHER CASE MATURING WITHIN ONE
YEAR FROM THE DATE OF ACQUISITION THEREOF;
(III)
CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS
MATURING WITHIN 180 DAYS OF 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 OR ANY STATE THEREOF WHICH HAS A COMBINED CAPITAL AND SURPLUS AND
UNDIVIDED PROFITS OF NOT LESS THAN $500,000,000;
(IV)
FULLY COLLATERALIZED REPURCHASE AGREEMENTS WITH A TERM OF NOT MORE
THAN 60 DAYS FOR SECURITIES DESCRIBED IN CLAUSE (I) ABOVE AND ENTERED INTO WITH
A FINANCIAL INSTITUTION SATISFYING THE CRITERIA DESCRIBED IN CLAUSE (III) ABOVE;
AND
(V)
MUTUAL FUNDS INVESTING SOLELY IN ANY ONE OR MORE OF THE PERMITTED
INVESTMENTS DESCRIBED IN CLAUSES (I) THROUGH (IV) ABOVE.
"Permitted Subordinated Debt" shall mean any Indebtedness of the Borrower or any
Subsidiary (i) that is expressly subordinated to the Obligations on terms
satisfactory to the
18
Administrative Agent and the Required Lenders in their sole discretion, (ii)
that matures by its terms no earlier than six months after the later of the
Revolving Commitment Termination Date or the Maturity Date then in effect with
no required principal payments permitted prior to such maturity, and (iii) that
is evidenced by an indenture or other similar agreement the material terms of
which are reasonably satisfactory to the Administrative Agent and the Required
Lenders.
"Person" shall mean any individual, partnership, firm, corporation, association,
joint venture, limited liability company, trust