FOR PRORATION, EXCEPTIONS OR OFFSETS THAT MAY BE AVAILABLE
FROM TIME TO TIME TO LENDER PARTY.
THE LIBOR RATE SHALL BE ADJUSTED
AUTOMATICALLY ON AND AS OF THE EFFECTIVE DATE OF ANY CHANGE IN THE LIBOR RESERVE
PERCENTAGE.
"LIEN" MEANS ANY MORTGAGE, PLEDGE, ENCUMBRANCE, CHARGE, SECURITY INTEREST, LIEN,
ASSIGNMENT OR OTHER ENCUMBRANCE, INCLUDING ANY CONDITIONAL SALE AGREEMENT OR
OTHER TITLE RETENTION AGREEMENT.
"LIQUID ASSETS" MEANS, AS OF AN APPLICABLE TIME, THE FOLLOWING, SO LONG AS THE
SAME IS NOT SUBJECT TO ANY LIEN (OTHER THAN COLLATERAL AGENT'S LIEN) NOR SUBJECT
TO ANY RESTRICTION ON TRANSFERABILITY, WHETHER IMPOSED UNDER APPLICABLE LAW, BY
AGREEMENT, OR OTHERWISE: (I) MARKETABLE DIRECT OBLIGATIONS ISSUED BY, OR
UNCONDITIONALLY GUARANTEED BY, THE UNITED STATES GOVERNMENT OR ISSUED BY ANY
AGENCY THEREOF AND BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES, IN
EACH CASE MATURING WITHIN ONE YEAR FROM THE APPLICABLE TIME; (II) CERTIFICATES
OF DEPOSIT AND TIME DEPOSITS HAVING MATURITIES OF SIX MONTHS OR LESS FROM THE
APPLICABLE TIME AND ISSUED BY ANY COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF
THE UNITED STATES OF AMERICA OR ANY STATE THEREOF HAVING COMBINED CAPITAL AND
SURPLUS OF NOT LESS THAN $500,000,000; (III) COMMERCIAL PAPER OF AN ISSUER RATED
AT LEAST A-1 BY STANDARD & POOR'S RATINGS SERVICES ("S&P") OR P-1 BY MOODY'S
INVESTOR'S SERVICE, INC. ("MOODY'S"), OR CARRYING AN EQUIVALENT RATING BY A
NATIONALLY RECOGNIZED RATING AGENCY, IF BOTH OF THE TWO NAMED RATING AGENCIES
CEASE PUBLISHING RATINGS OF COMMERCIAL PAPER ISSUERS GENERALLY, AND MATURING
WITHIN SIX MONTHS FROM THE APPLICABLE TIME; (IV) SECURITIES WITH MATURITIES OF
ONE YEAR OR LESS FROM THE APPLICABLE TIME AND 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, THE SECURITIES OF WHICH STATE, COMMONWEALTH,
TERRITORY, POLITICAL SUBDIVISION, TAXING AUTHORITY OR FOREIGN GOVERNMENT (AS THE
CASE MAY BE) ARE RATED AT LEAST A BY S&P OR A BY MOODY'S; (V) SECURITIES WITH
MATURITIES OF SIX MONTHS OR LESS FROM THE APPLICABLE TIME AND BACKED BY STANDBY
LETTERS OF CREDIT BY LENDER OR ANY COMMERCIAL BANK SATISFYING THE REQUIREMENTS
OF CLAUSE (II) OF THIS DEFINITION; (VI) SHARES OF MONEY MARKET MUTUAL OR SIMILAR
FUNDS WHICH INVEST EXCLUSIVELY IN ASSETS SATISFYING THE REQUIREMENTS OF CLAUSES
(I) THROUGH (III) OF THIS DEFINITION; AND (VII) PUBLICLY TRADED SECURITIES
LISTED ON A NATIONALLY RECOGNIZED SECURITIES EXCHANGE IN THE UNITED STATES.
"LOAN DOCUMENTS" MEANS THIS AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS, THE
LETTER OF CREDIT AGREEMENTS, THE CLOSING CERTIFICATES, AND ANY AND ALL OTHER
AGREEMENTS, DOCUMENTS AND INSTRUMENTS OF ANY KIND EXECUTED OR DELIVERED IN
CONNECTION WITH, OR EVIDENCING, SECURING, GUARANTEEING OR RELATING TO, THE
LOANS, WHETHER HERETOFORE, SIMULTANEOUSLY HEREWITH OR HEREAFTER
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DELIVERED, TOGETHER WITH ANY AND ALL EXTENSIONS, REVISIONS, MODIFICATIONS OR
AMENDMENTS AT ANY TIME MADE TO ANY OF THE FOREGOING (BUT SPECIFICALLY EXCLUDING
ANY LENDER PARTY SWAP DOCUMENTS).
"LOANS" MEANS THE REVOLVING LOAN, THE SWING LINE LOAN, THE