terms of its
Organization Documents or any agreement or other instrument binding upon such
Subsidiary or any law applicable to such Subsidiary, unless such restrictions
with respect to the payment of cash dividends and other similar cash
distributions have been legally and effectively waived.
"Participant" has the meaning set forth in Section 10.06(d).
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"Patriot Act" means USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)).
"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in
ERISA and any successor entity performing similar functions.
"Permitted Asset Sales" means sales and dispositions of assets that are deemed
appropriate by the Borrower for fair market value not to exceed $10,000,000 in
any Fiscal Year and for which not less than 75% of the aggregate purchase price
is paid in cash.
"Permitted Encumbrances" means:
(A)
LIENS IMPOSED BY LAW AND PRIOR CLAIMS FOR TAXES THAT ARE NOT YET DELINQUENT
FOR A PERIOD OF MORE THAN 30 DAYS OR THAT ARE BEING CONTESTED IN COMPLIANCE WITH
SECTION 6.04;
(B)
CARRIERS', WAREHOUSEMEN'S, LANDLORD'S, MECHANICS', MATERIALMEN'S,
REPAIRMEN'S AND OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS AND
SECURING OBLIGATIONS THAT ARE NOT OVERDUE BY MORE THAN 90 DAYS OR ARE BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS;
(C)
PLEDGES AND DEPOSITS MADE IN THE ORDINARY COURSE OF BUSINESS IN COMPLIANCE
WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE, OLD-AGE PENSION AND OTHER
SOCIAL SECURITY OR SIMILAR LAWS OR REGULATIONS;
(D)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS, LEASES,
CONTRACTS (OTHER THAN FOR THE REPAYMENT OF BORROWED MONEY), STATUTORY
OBLIGATIONS, SURETY AND APPEAL BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF
A LIKE NATURE, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS;
(E)
JUDGMENT LIENS IN RESPECT OF JUDGMENTS THAT DO NOT CONSTITUTE AN EVENT OF
DEFAULT UNDER SECTION 8.01(K); AND
(F)
EASEMENTS, ZONING RESTRICTIONS, RIGHTS-OF-WAY AND SIMILAR ENCUMBRANCES (AND
WITH RESPECT TO LEASEHOLD INTERESTS, MORTGAGES, OBLIGATIONS, LIENS AND OTHER
ENCUMBRANCES INCURRED, CREATED, ASSUMED OR PERMITTED TO EXIST AND ARISING BY,
THROUGH OR UNDER OR ASSERTED BY A LANDLORD OR OWNER OF LEASED PROPERTY, WITH OR
WITHOUT THE CONSENT OF THE LESSEE) ON REAL PROPERTY IMPOSED BY LAW OR ARISING IN
THE ORDINARY COURSE OF BUSINESS THAT DO NOT SECURE ANY MONETARY OBLIGATIONS OF
THE BORROWER OR ANY OF ITS SUBSIDIARIES AND DO NOT MATERIALLY DETRACT FROM THE
VALUE OF THE AFFECTED PROPERTY OR MATERIALLY INTERFERE WITH THE ORDINARY CONDUCT
OF BUSINESS OF THE LOAN PARTIES, AND SUCH OTHER MINOR TITLE DEFECTS OR SURVEY
MATTERS THAT ARE DISCLOSED BY CURRENT SURVEYS THAT, IN EACH CASE, DO NOT
MATERIALLY INTERFERE WITH THE ORDINARY CONDUCT OF BUSINESS OF THE LOAN PARTIES;
provided that, except as provided in any one or more of clauses (a) through
(f) above, the term "Permitted Encumbrances" shall not include any Lien securing
Indebtedness.
"Permitted Investments" means each of the following:
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(A)
MARKETABLE DIRECT OR GUARANTEED OBLIGATIONS OF THE UNITED STATES OF AMERICA
THAT MATURE WITHIN TWO YEARS FROM THE DATE OF