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 SIX MONTHS 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;
18
(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)
VARIABLE RATE SECURITIES ISSUED BY ANY STATE
OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION OF ANY SUCH STATE OR ANY
PUBLIC INSTRUMENTALITY THEREOF, IN EACH CASE MATURING WITHIN THIRTY DAYS FROM
THE DATE OF ACQUISITION THEREOF AND HAVING, AT THE TIME OF THE ACQUISITION
THEREOF, THE HIGHEST RATING OBTAINABLE FROM EITHER S&P OR MOODY'S;
(VI)
MUTUAL FUNDS INVESTING SOLELY IN ANY ONE OR
MORE OF THE PERMITTED INVESTMENTS DESCRIBED IN CLAUSES (I) THROUGH (IV) ABOVE;
AND
(VII)
INVESTMENTS DESCRIBED ON SCHEDULE 1.1A.
"Permitted Other Dividends" shall mean dividends and distributions on, and
redemptions and repurchases of, the capital stock of the Parent paid to the
Parent's stockholders, excluding Permitted UIC Cash Dividends, so long as after
giving pro forma effect thereto, (i) the Parent is in compliance with
Section 6.5, (ii) the Borrower is in compliance with Sections 6.1, 6.2 and 6.3,
(iii) each of the Parent and the Borrower is Solvent and (iv) no Default or
Event of Default has occurred and is continuing.
"Permitted Other Investments" shall mean investments of funds by the Borrower
and its Subsidiaries in any marketable securities, including without limitation
short-term collateralized investments in U.S. treasuries known as "repo"
investments, and investments in up to 4.99% of the capital stock of publicly
traded companies and reinvestments thereof from time to time in the foregoing
types of investments, so long as after giving pro forma effect thereto, no
Default