A RATING
OF AT LEAST "A-1" FROM S&P OR AT LEAST "P-1" FROM MOODY'S, (X) ANY COMMERCIAL
PAPER RATED AT LEAST "A-1" BY S&P OR "P-1" BY MOODY'S AND ISSUED BY ANY ENTITY
ORGANIZED UNDER THE LAWS OF ANY STATE OF THE UNITED STATES, (Y) ANY U.S.
DOLLAR-DENOMINATED TIME DEPOSIT, INSURED CERTIFICATE OF DEPOSIT, OVERNIGHT BANK
DEPOSIT OR BANKERS' ACCEPTANCE ISSUED OR ACCEPTED BY (I) AGENT OR (II) ANY
COMMERCIAL BANK THAT IS (A) ORGANIZED UNDER THE LAWS OF THE UNITED STATES, ANY
STATE THEREOF OR THE DISTRICT OF COLUMBIA, (B) "ADEQUATELY CAPITALIZED" (AS
DEFINED IN THE REGULATIONS OF ITS PRIMARY FEDERAL BANKING REGULATORS) AND
(C) HAS TIER 1 CAPITAL (AS DEFINED IN SUCH REGULATIONS) IN EXCESS OF
$250,000,000 OR (Z) SHARES OF ANY UNITED STATES MONEY MARKET FUND THAT (I) HAS
SUBSTANTIALLY ALL OF ITS ASSETS INVESTED CONTINUOUSLY IN THE TYPES OF
INVESTMENTS REFERRED TO IN CLAUSE (V), (W), (X) OR (Y) ABOVE WITH MATURITIES AS
SET FORTH IN THE PROVISO BELOW, (II) HAS NET ASSETS IN EXCESS OF $500,000,000
AND (III) HAS OBTAINED FROM EITHER S&P OR MOODY'S THE HIGHEST RATING OBTAINABLE
FOR MONEY MARKET FUNDS IN THE UNITED STATES; PROVIDED, HOWEVER, THAT THE
MATURITIES OF ALL OBLIGATIONS SPECIFIED IN ANY OF CLAUSES (V), (W), (X) AND
(Y) ABOVE SHALL NOT EXCEED 365 DAYS.
FOR THE AVOIDANCE OF DOUBT, "CASH
EQUIVALENTS" DOES NOT INCLUDE (AND EACH LOAN PARTY IS PROHIBITED FROM PURCHASING
OR PURCHASING PARTICIPATIONS IN) ANY AUCTION RATE SECURITIES OR OTHER CORPORATE
OR MUNICIPAL BONDS WITH A LONG-TERM NOMINAL MATURITY FOR WHICH THE INTEREST RATE
IS RESET THROUGH A DUTCH AUCTION.
7.8.
TRANSACTIONS WITH AFFILIATES.
NO LOAN PARTY SHALL, AND NO LOAN PARTY
SHALL PERMIT ANY OF ITS SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY ENTER INTO OR
PERMIT TO EXIST ANY TRANSACTION WITH ANY AFFILIATE (AS DEFINED BELOW) OF A LOAN
PARTY OR ANY SUBSIDIARY OF A LOAN PARTY EXCEPT FOR TRANSACTIONS THAT ARE IN THE
ORDINARY COURSE OF SUCH LOAN PARTY'S OR SUCH SUBSIDIARY'S BUSINESS, UPON FAIR
AND REASONABLE TERMS THAT ARE NO MORE FAVORABLE TO SUCH AFFILIATE THAN WOULD BE
OBTAINED IN AN ARM'S LENGTH TRANSACTION.
AS USED
21
HEREIN, "AFFILIATE" MEANS, WITH RESPECT TO A LOAN PARTY OR ANY SUBSIDIARY OF A
LOAN PARTY, (A) EACH PERSON THAT, DIRECTLY OR INDIRECTLY, OWNS OR CONTROLS 10%
OR MORE OF THE STOCK OR MEMBERSHIP INTERESTS HAVING ORDINARY VOTING POWER IN THE
ELECTION OF DIRECTORS OR MANAGERS OF SUCH LOAN PARTY OR SUCH SUBSIDIARY, AND
(B) EACH PERSON THAT CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH
SUCH LOAN PARTY OR SUCH SUBSIDIARY.
7.9.
COMPLIANCE.
NO LOAN PARTY SHALL, AND NO LOAN PARTY SHALL PERMIT ANY OF
ITS SUBSIDIARIES TO, (A) FAIL TO COMPLY WITH THE LAWS AND REGULATIONS DESCRIBED
IN CLAUSES (B) OR (C) OF SECTION 5.8 HEREIN, (B) USE ANY PORTION OF THE TERM
LOANS TO PURCHASE OR CARRY MARGIN STOCK (WITHIN THE MEANING OF REGULATION U OF
THE FEDERAL RESERVE BOARD) OR (C) FAIL TO COMPLY IN ANY MATERIAL RESPECT WITH,
OR