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 CANADA
(OR BY ANY AGENCY THEREOF TO THE EXTENT SUCH OBLIGATIONS ARE BACKED BY THE FULL
FAITH AND CREDIT OF THE UNITED STATES OR CANADA), IN EACH CASE MATURING WITHIN
ONE YEAR FROM THE DATE OF ACQUISITION THEREOF;
17
(II)
COMMERCIAL PAPER RATED AT LEAST A-1 (OR ITS EQUIVALENT) BY S&P
OR P-1 (OR ITS EQUIVALENT) BY MOODY'S AT THE TIME OF ACQUISITION THEREOF, AND IN
EITHER CASE MATURING WITHIN 360 DAYS 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) A COMBINED CAPITAL AND SURPLUS AND
UNDIVIDED PROFITS OF NOT LESS THAN $500,000,000 OR (B) HAS CERTIFICATES OF
DEPOSIT OR OTHER DEBT OBLIGATIONS RATED AT LEAST A-1 (OR ITS EQUIVALENT) BY S&P
OR P-1 (OR ITS EQUIVALENT) BY MOODY'S;
(IV)
FULLY COLLATERALIZED REPURCHASE AGREEMENTS WITH A TERM OF NOT
MORE THAN 30 DAYS FOR SECURITIES DESCRIBED IN CLAUSE (I) ABOVE AND ENTERED INTO
WITH A FINANCIAL INSTITUTION SATISFYING THE CRITERIA DESCRIBED IN CLAUSE (III)
ABOVE;
(V)
MUTUAL FUNDS OR SIMILAR FUNDS THAT HAVE AT LEAST 95% OF THEIR
ASSETS INVESTED IN ANY ONE OR MORE OF THE PERMITTED INVESTMENTS DESCRIBED IN
CLAUSES (I) THROUGH (IV) ABOVE;
(VI)
DEMAND DEPOSIT ACCOUNTS MAINTAINED IN THE ORDINARY COURSE OF
BUSINESS AT A BANK OR TRUST COMPANY SATISFYING THE REQUIREMENTS SPECIFIED IN (A)
OR (B) OF CLAUSE (III) ABOVE;
(VII)
ANY OTHER SECURITIES ISSUED OR DIRECTLY AND FULLY GUARANTEED OR
INSURED BY THE UNITED STATES GOVERNMENT OR ANY AGENCY OR INSTRUMENTALITY
THEREOF, IN EACH CASE, MATURING WITHIN ONE YEAR FROM THE DATE OF ACQUISITION
THEREOF;
(VIII)
INVESTMENTS IN ANY FUND THAT INVESTS EXCLUSIVELY IN INVESTMENTS
OF THE TYPE DESCRIBED IN CLAUSES (VII) WHICH FUND MAY ALSO HOLD IMMATERIAL
AMOUNTS OF CASH PENDING INVESTMENT AND/OR DISTRIBUTION; AND
(IX)
OTHER CASH EQUIVALENTS AND SECURITIES REASONABLY ACCEPTABLE TO
THE ADMINISTRATIVE AGENT.
"Permitted Subordinated Debt" shall mean any Indebtedness of the Borrower or any
Subsidiary (i) that is expressly subordinated to the Obligations and any Hedging
Obligations entered into with the Administrative Agent or any Lender on terms
satisfactory to the 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 scheduled principal payments permitted prior to such maturity,
and (iii) that is evidenced by an indenture or other similar agreement that is
in a form satisfactory to the Administrative Agent and