Common use of Advances and Other Investments Clause in Contracts

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on at the Effective Date Time in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock by Section 10.10(a), (b) or assets pursuant to Section 10.11(c); (c) in the ordinary course of business, contributions by the Company Parent to the capital of the Company, by the Company to any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Parent in the Company, by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to guaranties of the extent permitted by Section 10.7obligations of such other Persons; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits and the like made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.1110.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individualsCash Equivalent Investments; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of businessbusiness and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisitionAcquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $500,000 in the case aggregate; (i) Investments received in connection with the creation and collection of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) receivables in the case ordinary course of all such deposits, business; (j) Investments set forth on Schedule 10.19; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clauses (a) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) Loans to the Parent permitted by Section 10.7(i); and (n) other Investments in an aggregate amount (valued at cost) not exceeding $1,000,000 for three consecutive Business Daysat any time outstanding; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (gf) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in wholly-owned Subsidiaries of the Company identified in Schedule 9.8;; ------------ (b) equity Investments in Subsidiaries of the Company acquired after the Effective Closing Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary of the Company or by any of the Subsidiaries of the Company in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;; ------------- (g) loans to officers and employees not exceeding (i) $100,000 a Dollar Equivalent amount of U.S.$100,000 in the aggregate to any single individual or (ii) $250,000 a Dollar Equivalent amount of U.S.$300,000 in the aggregate for all such individuals; (h) Investments by Parent in the Company and, subject to the provisions of Section 10.11, in Acquisition Subsidiaries; ------------- (i) other Investments by Parent permitted by Section 10.23; and ------------- (j) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the requirements -------- of the definition of the term "Cash Equivalent Investment" may continue to the extent be -------------------------- held notwithstanding that checks have been issued to third parties, and such Investment if made thereafter would not comply with such requirements; (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), ---------- (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before --- --- --- --- --- or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (z) the aggregate principal amount of Investments by the Company in Foreign Subsidiaries pursuant to clauses ------- (b), (c), (d), (e), and (f) plus, without --- --- --- --- --- duplication, the aggregate amount of all "Canadian Loans" under and as defined in the Credit Agreement shall not at any time exceed 15% of the consolidated assets of Parent and its Subsidiaries.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on at the Effective Date Time in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock by Section 10.10(a), (b) or assets pursuant to Section 10.11(c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the ordinary course Company or any Subsidiary of businessthe Company, Investments by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the extent permitted by Section 10.7Company; (e) Suretyship Liabilities permitted by Section 10.710.7 (excluding Section 10.7(k)); (f) good faith deposits and the like made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.1110.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individualsCash Equivalent Investments; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 90 days following the date of such acquisitionAcquisition) which are maintained by the Parent and its Domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $10,000,000 in the case aggregate; (i) Investments received in connection with the creation and collection of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) receivables in the case ordinary course of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment business; (j) Investments set forth on Schedule 10.18; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clause clauses (ba) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); (n) Investments of a Person at the time such Person becomes a Subsidiary; (o) Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangements, pooling agreements or related activities arising in the ordinary course of business consistent with past practice; and (c)p) other Investments so long as both immediately before, (d), (e), (f) or (g) shall be permitted to be made if, and on a pro forma basis immediately before or after giving effect thereto, the Parent is in compliance with the covenant in Section 10.6.2 (including after giving effect to any Event Covenant Holiday Period) based on the most recently available quarterly financial statements of Default or Unmatured the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Subsidiary Guarantor shall make any Investment (i) in any Subsidiary that is not a Subsidiary Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (p) above).

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in wholly-owned Subsidiaries of the Company identified in Schedule 9.8;; ------------ (b) equity Investments in Subsidiaries of the Company acquired after the Effective Closing Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in Parent or in any Subsidiary of the Company or by any of the Subsidiaries of the Company in Parent, the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;; ------------- (g) loans to officers and employees not exceeding (i) $100,000 a Dollar Equivalent amount of U.S.$100,000 in the aggregate to any single individual or (ii) $250,000 a Dollar Equivalent amount of U.S.$300,000 in the aggregate for all such individuals; (hi) Investments by Parent in the QuIPS Trust existing on July 15, 1999; (j) Cash Equivalent Investments; and (ik) bank deposits Investments by Parent or any Subsidiary in the ordinary course of businessany Special Purpose Vehicle; provided that the aggregate amount of all such deposits (excluding Investments made in cash shall -------- not exceed U.S.$10,000,000; provided that (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the requirements -------- of the definition of the term "Cash Equivalent Investment" may continue to the extent be -------------------------- held notwithstanding that checks have been issued to third parties, and such Investment if made thereafter would not comply with such requirements; (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), ---------- (c), (d), (e), (f), (g) or (gk) shall be permitted to be made if, immediately --- --- --- --- --- --- before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (z) the aggregate principal amount of Investments by the Company in Foreign Subsidiaries pursuant to clauses (b), (c), (d), (e), and (f) plus, without duplication, the aggregate ----------- --- --- --- --- amount of all "Canadian Loans" under and as defined in the Credit Agreement shall not at any time exceed 15% of the consolidated assets of Parent and its Subsidiaries.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in wholly-owned Subsidiaries and identified in Schedule 9.8SCHEDULE 7.9; (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11consummate Permitted Acquisitions; (c) in the ordinary course of business, contributions by the Company Parent to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company Parent in any Subsidiary of Parent or by any of the Subsidiaries of Parent in the Companyany other Subsidiary of Parent, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7SECTION 8.7; (e) Suretyship Liabilities permitted by Section 10.7SECTION 8.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11Permitted Acquisitions; (g) loans to officers officers, directors and employees not at any time exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 a Dollar Equivalent amount of U.S.$500,000 in the aggregate for all such individuals;; and (h) Cash Equivalent to the extent they constitute Investments, deposits which give rise to Liens permitted by SUBSECTION (D), (F) or (G) (to the extent relating to Liens permitted by SUBSECTION (D) or (F)) of SECTION 8.8; and (i) bank deposits in the ordinary course of businessCash Equivalent Investments; provided PROVIDED that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the requirements of the definition of the term "CASH EQUIVALENT INVESTMENT" may continue to the extent be held notwithstanding that checks have been issued to third parties, such Investment if made thereafter would not comply with such requirements; and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause CLAUSE (bB), (cC), (dD), (eE), (fF) or (gG) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: : (a) equity Investments existing on at the Effective Date Time in wholly-owned Subsidiaries identified in Schedule 9.8; ; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock by Section 10.10(a), (b) or assets pursuant to Section 10.11; (c); (c) in the ordinary course of business, contributions by the Company Parent to the capital of the Company, by the Company to any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; ; (d) in the ordinary course of business, Investments by the Parent in the Company, by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; ; (e) Suretyship Liabilities permitted by Section 10.7; ; (f) good faith deposits made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.11; 10.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and (ih) bank deposits in the ordinary course of businessbusiness and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisitionAcquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $500,000 in the case aggregate and (z) for a period of 90 days after the Effective Date, accounts currently located in Canada; 54 (i) Investments received in connection with the creation and collection of receivables in the ordinary course of business; (j) Investments set forth on Schedule 10.19; (k) loans to officers and directors of the Parent or any Subsidiary, so long as the aggregate principal amount of such deposits with any single bank, loans made after the Effective Time does not exceed $400,000; and (l) other Investments in an aggregate amount (valued at cost) not exceeding $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Daysat any time outstanding; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (gk) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in whollyWholly-owned Owned Subsidiaries identified in Schedule 9.8;on the Subsidiaries Schedule; --------------------- (b) equity Investments in Subsidiaries acquired after the Effective Closing Date in transactions permitted as acquisitions of stock or assets approved by the Lender including approved Future Acquisitions (unless not required to be approved pursuant to Section 10.11;6.13); ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;6.9; ----------- (e) Suretyship Liabilities permitted by Section 10.7;6.9; ----------- (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 115,000 in the aggregate to any single individual or (ii) $250,000 287,500 in the aggregate for all such individuals; (g) good faith deposits and escrow accounts in connection with prospective acquisitions of stock or assets for Future Acquisitions approved by the Lender; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that -------- the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank Senior Lender shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 115,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 1,115,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), -------- ---------- --- --- --- (f) or (g) shall be permitted to be made if, immediately before or after giving --- --- effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries organized or acquired after the Effective Date in connection with transactions permitted as acquisitions of stock or assets pursuant to Section 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 250,000 in the aggregate to any single individual or (ii) $250,000 500,000 in the aggregate for all such individuals; (h) loans to officers and employees the proceeds of which are used to purchase the Company's stock; (i) Cash Equivalent Investments; and (ij) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in whollyWholly-owned Owned Subsidiaries identified in Schedule 9.8;on the Subsidiary Schedule; ------------------- (b) equity Investments in Subsidiaries organized or acquired after the Effective Closing Date in connection with transactions permitted as acquisitions of stock or assets approved by the Lenders including approved Future Acquisitions (unless not required to be approved pursuant to Section 10.11;6.13); ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;6.9; ----------- (e) Suretyship Liabilities permitted by Section 10.7;6.9; ----------- (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 287,500 in the aggregate to any single individual or (ii) $250,000 575,500 in the aggregate for all such individuals; (g) loans to officers and employees the proceeds of which are used to purchase the Company's stock; (h) good faith deposits and escrow accounts in connection with prospective acquisitions of stock or assets for Future Acquisitions approved by GTCR Capital; (i) Cash Equivalent Investments; and (ij) bank deposits in the ordinary course of business; provided that -------- the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank Senior Lender shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 115,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 1,115,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), -------- ---------- --- --- --- (f) or (g) shall be permitted to be made if, immediately before or after giving --- --- effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7September 25, 1999 1998 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 500,000 for three consecutive Business Days; provided provided, however, that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on at the Effective Date Time in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock by Section 10.10(a), (b) or assets pursuant to Section 10.11(c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the ordinary course Company or any Subsidiary of businessthe Company, Investments by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the extent permitted by Section 10.7Company; (e) Suretyship Liabilities permitted by Section 10.710.7 (excluding Section 10.7(k)); (f) good faith deposits and the like made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.1110.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individualsCash Equivalent Investments; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisitionAcquisition) which are maintained by the Parent and its Domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $10,000,000 in the case aggregate; (i) Investments received in connection with the creation and collection of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) receivables in the case ordinary course of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment business; (j) Investments set forth on Schedule 10.18; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clause clauses (ba) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); (n) Investments of a Person at the time such Person becomes a Subsidiary; (o) Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangements, pooling agreements or related activities arising in the ordinary course of business consistent with past practice; and (c)p) other Investments so long as both immediately before, (d), (e), (f) or (g) shall be permitted to be made if, and on a pro forma basis immediately before or after giving effect thereto, any Event the Leverage Ratio is no greater than 3.5 to 1.0 based on the most recently available quarterly financial statements of Default or Unmatured the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Guarantor shall make any Investment (i) in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (p) above).

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in whollyWholly-owned Owned Subsidiaries identified in Schedule 9.8on the Subsidiaries Schedule; (b) equity Investments in Subsidiaries acquired after the Effective Closing Date in transactions permitted as acquisitions of stock or assets approved by the Lender including approved Future Acquisitions (unless not required to be approved pursuant to Section 10.116.13); (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.76.9; (e) Suretyship Liabilities permitted by Section 10.76.9; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 115,000 in the aggregate to any single individual or (ii) $250,000 287,500 in the aggregate for all such individuals; (g) good faith deposits and escrow accounts in connection with prospective acquisitions of stock or assets for Future Acquisitions approved by the Lender; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank Senior Lender shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 115,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 1,115,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule SCHEDULE 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section SECTION 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section SECTION 10.7; (e) Suretyship Liabilities permitted by Section SECTION 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section SECTION 10.11; (g) loans to officers and employees not exceeding (i) $100,000 200,000 in the aggregate to any single individual or (ii) $250,000 500,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and; (i) bank deposits in the ordinary course of business; provided PROVIDED that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7April 1, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 200,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 2,500,000 for three consecutive Business Days; provided and (j) other Investments, in addition to the Investments set forth above, in an aggregate amount not at any time exceeding $250,000; PROVIDED, HOWEVER, that no Investment otherwise permitted by clause CLAUSE (bB), (cC), (dD), (eE), (fF), (G) or (gJ) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. NotHoldings will not, and will not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-Equity Interests of wholly owned Subsidiaries identified in Schedule 9.83.12; (b) equity Investments in Subsidiaries Equity Interests acquired after the Effective Date in transactions permitted as acquisitions of stock Equity Interests or assets pursuant to Section 10.116.05; (c) in the ordinary course of business, contributions by the Company Holdings to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company U.S. Borrower in Holdings or in any Subsidiary or by any of Subsidiary in Holdings, the Subsidiaries in the CompanyU.S. Borrower or any other Subsidiary, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.76.02; (e) Suretyship Liabilities permitted by Section 10.76.02; (f) good faith deposits made in connection with prospective acquisitions of stock Equity Interests or assets permitted by Section 10.116.05; (g) loans (and Suretyship Liabilities in respect of loans) to officers and employees not exceeding (i) $100,000 1,000,000 in the aggregate to any single individual or (ii) $250,000 10,000,000 in the aggregate for all such individualsindividuals at any one time outstanding; (h) Cash Equivalent Investments; andInvestments by Holdings or the U.S. Borrower in Subsidiaries (other than Special Purpose Vehicles); (i) bank deposits Investments by Holdings in the ordinary course of businessQuIPS Trust existing on the Effective Date; (j) Cash Equivalent Investments; (k) Investments by Holdings or any Subsidiary in any Special Purpose Vehicle; provided that the aggregate amount of all such deposits Investments made in cash shall not exceed $50,000,000; (excluding l) Investments in other Persons; provided that the amount of such Investments, together with the aggregate amount of any purchases and redemptions made pursuant to clause (xq) amounts below and Restricted Payments made pursuant to clause (xii) of the first proviso to Section 6.04, does not exceed the amount permitted by such clause since the Effective Date; (m) Investments received in payroll connection with the bankruptcy or reorganization of, or settlement of delinquent accounts or for accounts payableand disputes with, customers and suppliers, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent business; (n) Investments to the extent made with past practiceEquity Interests (other than Disqualified Equity Interests) of Holdings; provided that after giving effect to any such Investment, Holdings and the Subsidiaries are in accounts compliance with all covenants set forth in this Article VI (including compliance with Section 6.01 determined on a pro forma basis as if such Investment had occurred at the beginning of any Person which is acquired by the Company or a Subsidiary in accordance with most recent period for testing compliance therewith); (o) Investments pursuant to customer financing programs; provided, that the terms hereof during the 45 days following the date aggregate amount of such acquisition) which are maintained with any bank other than a Bank shall not Investments at any time after January 7outstanding shall not exceed $20,000,000; (p) Investments received as consideration in connection with sales of assets permitted by Section 6.05; provided, 1999 that the aggregate amount of all Investments permitted by this clause (p) shall not exceed $25,000,000 at any time outstanding; and (q) purchases or redemptions by Holdings and wholly owned Subsidiaries (other than Excluded Subsidiaries) of minority Equity Interests in Excluded Subsidiaries; provided that the aggregate amount of any such purchases or redemptions, together with the aggregate amount of any Investments made pursuant to clause (l) above and any Restricted Payments made pursuant to clause (xii) of the first proviso to Section 6.04, does not exceed the amount permitted by such clause since the Effective Date; provided that (x) in any Investment which when made complies with the case requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such deposits Investment if made thereafter would not comply with any single bank, $100,000 for three consecutive Business Days such requirements; and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or ), (g), (k) and (p) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (z) the aggregate amount of Investments by U.S. Loan Parties in Subsidiaries (other than Special Purpose Vehicles) that are not U.S. Loan Parties shall not at any time exceed 25% of the consolidated assets of Holdings and its Subsidiaries.

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in wholly-owned Subsidiaries of the Company identified in Schedule 9.8;; ------------ (b) equity Investments in Subsidiaries of the Company acquired after the Effective Closing Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in Parent or in any Subsidiary of the Company or by any of the Subsidiaries of the Company in Parent, the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;; ------------- (g) loans to officers and employees not exceeding (i) $100,000 a Dollar Equivalent amount of U.S.$100,000 in the aggregate to any single individual or (ii) $250,000 a Dollar Equivalent amount of U.S.$300,000 in the aggregate for all such individuals; (h) Investments by Parent in the Company, in Subsidiaries of the Company and, subject to the provisions of Section 10.11, in Acquisition (i) Investments by Parent in the QuIPS Trust existing on the Closing Date; (j) Cash Equivalent Investments; and (ik) bank deposits Investments by Parent or any Subsidiary in the ordinary course of businessany Special Purpose Vehicle; provided that the aggregate amount of all such deposits (excluding Investments made in cash shall not exceed U.S. $10,000,000; provided that (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the requirements -------- of the definition of the term "Cash Equivalent Investment" may continue to the extent be -------------------------- held notwithstanding that checks have been issued to third parties, and such Investment if made thereafter would not comply with such requirements; (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.----------

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on at the Effective Date Time in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock by Section 10.10(a), (b) or assets pursuant to Section 10.11(c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the ordinary course Company or any Subsidiary of businessthe Company, Investments by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the extent permitted by Section 10.7Company; (e) Suretyship Liabilities permitted by Section 10.710.7 (excluding Section 10.7(k)); (f) good faith deposits and the like made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.1110.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individualsCash Equivalent Investments; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 90 days following the date of such acquisitionAcquisition) which are maintained by the Parent and its Domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $10,000,000 in the case aggregate; (i) Investments received in connection with the creation and collection of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) receivables in the case ordinary course of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment business; (j) Investments set forth on Schedule 10.18; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clause clauses (ba) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); (n) Investments of a Person at the time such Person becomes a Subsidiary; (o) Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangements, pooling agreements or related activities arising in the ordinary course of business consistent with past practice; and (c)p) Investments in Permitted Capital Hedging Arrangements; and (q) (p) other Investments so long as both immediately before, (d), (e), (f) or (g) shall be permitted to be made if, and on a pro forma basis immediately before or after giving effect thereto, the Parent is in compliance with the covenant in Section 10.6.2 (including after giving effect to any Event Covenant Holiday Period) based on the most recently available quarterly financial statements of Default or Unmatured the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Subsidiary Guarantor shall make any Investment (i) in any Subsidiary that is not a Subsidiary Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (pq) above).

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in wholly-owned Subsidiaries identified in Schedule 9.86.4; (b) equity Investments in Subsidiaries acquired after the Effective Closing Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.117.9; (c) in the ordinary course of business, contributions by the Company to the capital of any of its wholly-owned Subsidiaries, or by any such Subsidiary to the capital of any of its wholly-owned Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any wholly-owned Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.77.13; (e) Suretyship Liabilities permitted by Section 10.77.13; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (ia) $100,000 in the aggregate to any single individual or (iib) $250,000 in the aggregate for all such individuals; (hg) Cash Equivalent Investments; (h) the CEI Note; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such with respect to deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case which checks to the extent that checks employees have been issued to third parties, and (yissued) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than the Administrative Agent, such Bank and the Company shall have delivered a Bank shall not at any time after January 7, 1999 exceed (x) in Blocked Account Agreement to the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business DaysAdministrative Agent; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), ) or (f) or (g) above shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing. Without limiting the foregoing, the Company will not, and will not permit any Subsidiary to, open or maintain any bank or deposit account (other than those described on Schedule 6.21) without the prior written consent of the Administrative Agent.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on at the Effective Date Time in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock by Section 10.10(a), (b) or assets pursuant to Section 10.11(c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the ordinary course Company or any Subsidiary of businessthe Company, Investments by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the extent permitted by Section 10.7Company; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits and the like made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.1110.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individualsCash Equivalent Investments; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of businessbusiness and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisitionAcquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $1,000,000 in the case aggregate; (i) Investments received in connection with the creation and collection of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) receivables in the case ordinary course of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment business; (j) Investments set forth on Schedule 10.19; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clause clauses (ba) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); and (n) other Investments so long as both before, (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or and on a pro forma basis after giving effect thereto, any Event the Leverage Ratio is no greater than 3.0 to 1.0 based on the most recently available quarterly financial statements of Default or Unmatured the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Guarantor shall make any Investment (i) in any Subsidiary that is not a Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (n) above).

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8;; ------------ (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities Guaranties permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;; ------------- (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 300,000 in the aggregate for all such individuals;; and (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided provided, however, that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the -------- ------- requirements of the definition of the term "Cash Equivalent Investment" may -------------------------- continue to the extent be held notwithstanding that checks have been issued to third parties, such Investment if made thereafter would not comply with such requirements; and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made ---------- --- --- --- --- --- if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in wholly-owned Subsidiaries of the Company identified in Schedule 9.8; (b) equity Investments in Subsidiaries of the Company acquired after the Effective Closing Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary of the Company or by any of the Subsidiaries of the Company in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 a Dollar Equivalent amount of U.S.$100,000 in the aggregate to any single individual or (ii) $250,000 a Dollar Equivalent amount of U.S.$300,000 in the aggregate for all such individuals; (h) Investments by Parent in the Company, in Subsidiaries of the Company and, subject to the provisions of Section 10.11, in Acquisition Subsidiaries; (i) other Investments by Parent permitted by Section 10.23; (j) Cash Equivalent Investments; and (ik) bank deposits Investments by Parent or any Subsidiary in the ordinary course of businessany Special Purpose Vehicle; provided that the aggregate amount of all such deposits (excluding Investments made in cash shall not exceed $5,000,000; provided that (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the requirements of the definition of the term "Cash Equivalent Investment" may continue to the extent be held notwithstanding that checks have been issued to third parties, and such Investment if made thereafter would not comply with such requirements; (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f), (g) or (gk) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (z) the aggregate principal amount of Investments by the Company in Foreign Subsidiaries pursuant to clauses (b), (c), (d), (e), and (f) plus, without duplication, the aggregate amount of all "Canadian Loans" under and as defined in the Credit Agreement shall not at any time exceed 15% of the consolidated assets of Parent and its Subsidiaries.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule SCHEDULE 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section SECTION 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section SECTION 10.7; (e) Suretyship Liabilities permitted by Section SECTION 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section SECTION 10.11; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided PROVIDED that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 2,500,000 for three consecutive Business Days; provided PROVIDED, HOWEVER, that no Investment otherwise permitted by clause CLAUSE (bB), (cC), (dD), (eE), (fF) or (gG) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.1110.10; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.1110.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank the Agent shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 2,500,000 for three consecutive Business Days; provided provided, however, that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8;; ------------ (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities Guaranties permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;; ------------- (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 300,000 in the aggregate for all such individuals;; and (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided provided, however, that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the -------- ------- requirements of the definition of the term "Cash Equivalents" may continue to the extent be ---------------- held notwithstanding that checks have been issued to third parties, such Investment if made thereafter would not comply with such requirements; and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), ---------- (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before --- --- --- --- --- or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8;; ------------ (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;10.10; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;10.10; ------------- (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the -------- aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank the Agent shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 2,500,000 for three consecutive Business Days; provided provided, however, that no Investment otherwise permitted by clause (b), (c), -------- ------- ---------- --- (d), (e), (f) or (g) shall be permitted to be made if, immediately before or --- --- --- --- after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (aA) equity Investments existing on the Effective Initial Closing Date in wholly-owned Subsidiaries identified in Schedule 9.8as reflected on SCHEDULE 10.20; (bB) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11; (c) in the ordinary course of business, contributions by the Company a Credit Party to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiariesother Credit Party; (dC) in the ordinary course of business, Investments by the Company in any Subsidiary a Credit Party or by any of the Subsidiaries in the Company, by way of a Credit Party through intercompany loans, advances or guaranties, all to the extent permitted by Section SECTION 10.7; (eD) Investments by a Credit Party or by any of the Subsidiaries in a Subsidiary that is not a Credit Party up to an aggregate amount not to exceed the amount set forth below opposite such Fiscal Year: FISCAL YEAR MAXIMUM INVESTMENT ----------- ------------------ 2001 $10,000,000 2002 $10,000,000 2003 $5,000,000 2004 $5,000,000 2005 $5,000,000 For purposes of the foregoing, any portion of the amount of Investments permitted under this SECTION 10.20(D) in respect of a Fiscal Year that is not expended in such Fiscal Year may be carried forward and utilized in one or more subsequent Fiscal Years. (E) Suretyship Liabilities permitted by Section SECTION 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (hF) Cash Equivalent Investments; and; (iG) bank deposits in the ordinary course of business; provided that PROVIDED that, the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which that are maintained with any bank other than a Bank Lender shall not at any time after January 7exceed $50,000; (H) investments in securities of account debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors; (I) any Credit Party may make Permitted Acquisitions and may create Subsidiaries to own, 1999 exceed directly or indirectly, the property acquired thereby; PROVIDED that (xi) any acquisition of capital stock results in the case issuer thereof becoming a Subsidiary, (ii) any domestic Subsidiary created or acquired in connection therewith shall become a Credit Party and the requirements of SECTION 10.11(B) shall be satisfied prior to or concurrently with the consummation of such deposits Permitted Acquisition, (iii) no Permitted Acquisition shall be consummated unless, after giving PRO FORMA effect thereto as if such Permitted Acquisition had been made (and the related Debt incurred or assumed) on the first day of the most recent period of four consecutive fiscal quarters ending prior thereto for which financial statements have been delivered pursuant to SECTION 10.1(A) or (B), the Parent and its Subsidiaries would be in compliance with the covenants contained in SECTION 10.6 of this Agreement during such period (as demonstrated by delivery to the Administrative Agent of a certificate to such effect showing such calculations in reasonable detail), (iv) no Default or Event of Default exists at the time thereof or would result therefrom, (v) immediately prior to and after giving effect to any single banksuch Permitted Acquisition, $100,000 for three consecutive Business Days the Parent and its Subsidiaries shall be in compliance with the provisions of SECTION 10.19 hereof, (vi) each such Permitted Acquisition shall be made on a fully consensual basis between the Parent and its Subsidiaries, on the one hand, and the Person or Persons being so acquired and the seller or sellers of such assets or such business, on the other hand (it being understood that such acquisition shall not be considered consensual if it is not approved by a majority of the board of directors (or their equivalent) of such Person or Persons to be acquired as constituted prior to the effectiveness of any proxy solicitation, offer to purchase or other commencement of such acquisition) and (yvii) the aggregate amount of consideration paid and Debt or other obligations assumed by the Parent and its Subsidiaries in respect of all Permitted Acquisitions may not exceed $5,000,000; (J) advances to employees of a Credit Party in connection with expense reimbursements in the case ordinary course of all such depositsbusiness in amounts not to exceed $250,000; (K) Investments in Permitted Joint Ventures not to exceed an aggregate amount of $5,000,000; and (L) other advances, loans or extensions of credit in the ordinary course of business not to exceed $1,000,000 for three consecutive Business Days; provided that 250,000. PROVIDED that, no Investment otherwise permitted by clause CLAUSE (bC), (c), (d), (e), (fD) or (gE) shall be permitted to be made if, immediately before or after giving effect thereto, any Default or Event of Default or Unmatured Event of Default shall have has occurred and be is continuing.

Advances and Other Investments. Not, and not permit any ------------------------------ Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in wholly-owned Subsidiaries of the Company identified in Schedule 9.8;, ------------ (b) equity Investments in Subsidiaries of the Company acquired after the Effective Closing Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary of the Company or by any of the Subsidiaries of the Company in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;; ------------- (g) loans to officers and employees not exceeding (i) $100,000 a Dollar Equivalent amount of U.S.$100,000 in the aggregate to any single individual or (ii) $250,000 a Dollar Equivalent amount of U.S.$300,000 in the aggregate for all such individuals; (h) Investments by Parent in the Company; (i) other Investments by Parent permitted by Section 10.23; and ------------- (j) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided provided, however, that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the -------- ------- requirements of the definition of the term "Cash Equivalent Investment" may -------------------------- continue to the extent be held notwithstanding that checks have been issued to third parties, and such Investment if made thereafter would not comply with such requirements; (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, ---------- --- --- --- --- --- immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (z) the aggregate principal amount of Investments by the Company in Foreign Subsidiaries pursuant to clauses (b), (c), (d), (e), and (f) plus, without duplication, the ------- --- --- --- --- --- aggregate amount of all "Canadian Loans" under and as defined in the Credit Agreement shall not (i) at any time prior to January 1, 1999, exceed 15% of the consolidated assets of Parent and its Subsidiaries and (ii) at any time on or after January 1, 1999, exceed 10% of the consolidated assets of Parent and its Subsidiaries.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: : (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8; ; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock or assets pursuant to by Section 10.11; 10.10(a), (b)or (d); (c) in the ordinary course of business, contributions by the Company Parent to the capital of the Company, by the Company to any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; ; (d) in the ordinary course of business, Investments by the Parent in the Company, by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; ; (1) (e) Suretyship Liabilities permitted by Section 10.7; ; (f) good faith deposits made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.11; 10.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and (h) the Xxxxxxxx Acquisition; (i) bank deposits in the ordinary course of businessbusiness and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 days (or, in the case of the Xxxxxxxx Acquisition, 60 days) following the date of such acquisitionAcquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $500,000 in the case aggregate; (j) Investments received in connection with the creation and collection of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) receivables in the case ordinary course of all such deposits, $1,000,000 for three consecutive Business Daysbusiness; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (fk) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.Investments set forth on Schedule 10.19; 56

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in whollyWholly-owned Owned Subsidiaries identified in Schedule 9.8on the Subsidiary Schedule; (b) equity Investments in Subsidiaries organized or acquired after the Effective Closing Date in connection with transactions permitted as acquisitions of stock or assets approved by the Lenders including approved Future Acquisitions (unless not required to be approved pursuant to Section 10.116.13); (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.76.9; (e) Suretyship Liabilities permitted by Section 10.76.9; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 287,500 in the aggregate to any single individual or (ii) $250,000 575,500 in the aggregate for all such individuals; (g) loans to officers and employees the proceeds of which are used to purchase the Company's stock; (h) good faith deposits and escrow accounts in connection with prospective acquisitions of stock or assets for Future Acquisitions approved by GTCR Capital; (i) Cash Equivalent Investments; and (ij) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank Senior Lender shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 115,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 1,115,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries of the Company identified in Schedule 9.8;; ------------ (b) equity Investments in Subsidiaries of the Company acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;1O.11; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary of the Company or by any of the Subsidiaries of the Company in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;; ------------- (g) loans to officers and employees not exceeding (i) $100,000 a Dollar Equivalent amount of U.S.$100,000 in the aggregate to any single individual or (ii) $250,000 a Dollar Equivalent amount of U.S.$300,000 in the aggregate for all such individuals, (h) Investments by Parent in the Company; (hi) other Investments by Parent permitted by Section 10.23; and ------------- (j) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided provided, however, that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the -------- ------- requirements of the definition of the term "Cash Equivalent Investment" may -------------------------- continue to the extent be held notwithstanding that checks have been issued to third parties, and such Investment if made thereafter would not comply with such requirements; (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, ---------- --- --- --- --- --- immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (z) the aggregate principal amount of Investments by the Company in Foreign Subsidiaries pursuant to clauses (b), (c), (d), (e), and (f) plus, without duplication, the ----------- --- --- --- --- aggregate amount of all Canadian Loans shall not (i) at any time prior to January 1, 1999, exceed 15% of the consolidated assets of Parent and its Subsidiaries and (ii) at any time on or after January 1, 1999, exceed 10% of the consolidated assets of Parent and its Subsidiaries.

Advances and Other Investments. NotNo Obligor shall, and not nor shall any ------------------------------ Obligor cause or permit any Subsidiary other Credit Party to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and , (ib) bank deposits in the ordinary course of business; provided that , (c) Permitted Intercompany Loans, (d) with respect to each Credit Party, its existing Investments in its Subsidiaries as of the aggregate amount Closing Date, (e) deposits with vendors of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (goods in the ordinary course of business consistent with past practicebusiness, (f) Investments existing on the Closing Date and set forth in accounts Item ---- 10.21 of any Person which is acquired the Disclosure Schedule, (g) Canadian National Steel Corporation may -------------------------------- purchase the partnership interests of Camrose Pipe Company not held by the Company or a Subsidiary Canadian National Steel Corporation in accordance with the terms hereof during provisions of the 45 days partnership agreement of Camrose Pipe Company, (h) Borrower may make equity investments in and/or intercompany loans to the other Credit Parties (other than RMSM) after the Closing Date in an aggregate amount not exceeding $7,500,000, so long as such equity investments and/or loans (which loans shall be deemed Permitted Intercompany Loans) are pledged to the Agent, on behalf of the Lenders, as additional collateral security for the Obligations (subject only to pari passu Liens in favor of the Trustee) and (i) Camrose Pipe Company may make other Investments following the date of Closing Date in an amount not exceeding $10,000,000 in the aggregate for all such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7Investments, 1999 exceed (x) subject in the case of any such deposits Investment to the prior written approval of the Agent, which will not be unreasonably withheld so long as (1) the Agent shall have been provided with any single bank, $100,000 for three consecutive Business Days reasonable prior notice of such Investment and (y) in with all information relating to such Investment as the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b)Agent shall have reasonably requested, (c), (d), (e), (f2) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured no Event of Default shall have occurred and be continuingcontinuing or would result therefrom and (3) such Investment could not reasonably be expected to subject any other Credit Party to any material liability (fixed or contingent), as determined by the Agent in its reasonable credit judgment.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on at the Effective Date Time in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock by Section 10.10(a), (b) or assets pursuant to Section 10.11(c); (c) contributions by the Parent to the capital of the Company and, in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) Investments by the Parent in the ordinary course Company or any Subsidiary of businessthe Company, Investments by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all guaranties of the obligations of such other Persons; provided that the Parent will not make any loans or advances to any Subsidiary other than the extent permitted by Section 10.7Company; (e) Suretyship Liabilities permitted by Section 10.710.7 (excluding Section 10.7(k)); (f) good faith deposits and the like made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.1110.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individualsCash Equivalent Investments; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, parties and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 90 days following the date of such acquisitionAcquisition) which are maintained by the Parent and its Domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $10,000,000 in the case aggregate; (i) Investments received in connection with the creation and collection of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) receivables in the case ordinary course of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment business; (j) Investments set forth on Schedule 10.18; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clause clauses (ba) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) loans to the Parent to the extent the corresponding Debt of the Parent is permitted by Section 10.7(i); (n) Investments of a Person at the time such Person becomes a Subsidiary; (o) Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangements, pooling agreements or related activities arising in the ordinary course of business consistent with past practice; (c)p) Investments in Permitted Capital Hedging Arrangements; and (q) other Investments so long as both immediately before, (d), (e), (f) or (g) shall be permitted to be made if, and on a pro forma basis immediately before or after giving effect thereto, the Parent is in compliance with the covenant in Section 10.6.2 (including after giving effect to any Event Covenant Holiday Period) based on the most recently available quarterly financial statements of Default or Unmatured the Parent; provided that if an Event of Default shall have occurred and be continuing, none of the Parent, the Company or any Subsidiary Guarantor shall make any Investment (i) in any Subsidiary that is not a Subsidiary Guarantor or (ii) that would be permitted solely by clause (e) or (f) above (without consideration of clause (q) above).

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on at the Effective Date Time in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock by Section 10.10(a), (b) or assets pursuant to Section 10.11(c); (c) in the ordinary course of business, contributions by the Company Parent to the capital of the Company, by the Company to any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Parent in the Company, by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits and the like made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.1110.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individualsCash Equivalent Investments; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of businessbusiness and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisitionAcquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $500,000 in the case of such deposits with any single bank, $100,000 for three consecutive Business Days aggregate and (yz) for a period of 90 days after the Effective Time, accounts currently located in Canada; (i) Investments received in connection with the creation and collection of receivables in the case ordinary course of all such deposits, business; (j) Investments set forth on Schedule 10.19; (k) Permitted Acquisitions; (l) Investments in mutual funds not otherwise permitted by clauses (a) through (k) above in an aggregate amount not to exceed $2,000,000 at any time outstanding; (m) Loans to the Parent permitted by Section 10.7(i); and (n) other Investments in an aggregate amount (valued at cost) not exceeding $1,000,000 for three consecutive Business Daysat any time outstanding; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (gf) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on at the Effective Date Time in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date (or entities which are to become Subsidiaries) in connection with transactions permitted as acquisitions of stock by Section 10.10(a), (b) or assets pursuant to Section 10.11(c); (c) in the ordinary course of business, contributions by the Company Parent to the capital of the Company, by the Company to any of its Subsidiaries, Subsidiaries or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Parent in the Company, by the Company in any Subsidiary of its Subsidiaries or by any Subsidiary in the Company or any other Subsidiary of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits and the like made in connection with prospective acquisitions of stock or assets Acquisitions permitted by Section 10.1110.10; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individualsCash Equivalent Investments; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of businessbusiness and consistent with past practice; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts, disbursement accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company Parent or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisitionAcquisition) which are maintained by the Parent and its domestic Subsidiaries with any bank other than that is not a Bank Lender shall not at any time after January 7, 1999 exceed (x) $500,000 in the case aggregate and (z) for a period of 90 days after the Effective Time, accounts currently located in Canada; (i) Investments received in connection with the creation and collection of receivables in the ordinary course of business; (j) Investments set forth on Schedule 10.19; (k) loans to officers and directors of the Parent or any Subsidiary, so long as the aggregate principal amount of such deposits with loans made after the Effective Time does not exceed $400,000; (l) Permitted Acquisitions; (m) Investments in mutual funds not otherwise permitted by clauses (a) through (l) above in an aggregate amount not to exceed $2,000,000 at any single bank, $100,000 for three consecutive Business Days and time outstanding; and (yn) other Investments in the case of all such deposits, an aggregate amount (valued at cost) not exceeding $1,000,000 for three consecutive Business Daysat any time outstanding; provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f) or (gk) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule SCHEDULE 9.8; (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section SECTION 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section SECTION 10.7; (e) Suretyship Liabilities permitted by Section SECTION 10.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section SECTION 10.11; (g) loans to officers and employees not exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 in the aggregate for all such individuals; (h) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided PROVIDED that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 250,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 750,000 for three consecutive Business Days; provided PROVIDED that no Investment otherwise permitted by clause CLAUSE (bB), (cC), (dD), (eE), (fF) or (gG) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Equity Investments existing on the Effective Date in wholly-owned Subsidiaries identified in Schedule 9.8; (b) equity Investments in Subsidiaries organized or acquired after the Effective Date in connection with transactions permitted as acquisitions of stock or assets pursuant to Section 10.11; (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary or by any of the Subsidiaries in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7; (e) Suretyship Liabilities permitted by Section 10.7; (f) good faith deposits (i) made in connection with prospective acquisitions of stock or assets permitted by Section 10.1110.11 or (ii) to secure payment under surety bonds permitted by Section 10.8; provided that the aggregate amount of all outstanding deposits made pursuant to clause (ii) shall not at any time exceed $5,000,000; (g) loans to officers and employees not exceeding (i) $100,000 250,000 in the aggregate to any single individual or (ii) $250,000 500,000 in the aggregate for all such individuals; (h) loans to officers and employees the proceeds of which are used to purchase the Company's stock; (i) Cash Equivalent Investments; and; (ij) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case to the extent that checks have been issued to third parties, and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; and (k) other Investments (including Investments in Joint Venture Subsidiaries) in an aggregate amount not exceeding $3,000,000 at any time outstanding (without giving effect to any write-off or write-down of any Investment). provided that no Investment otherwise permitted by clause (b), (c), (d), (e), (f), (g) or (gk) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing; and provided, further, that the aggregate amount of Investments by the Company or any Subsidiary in SPVs shall not exceed at any time the sum of (x) $1,000,000 and (y) the excess of the dollar amount set forth in clause (k) over the aggregate amount of Investments outstanding pursuant to clause (k) at such time.

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Date in wholly-owned Subsidiaries of the Company identified in Schedule 9.8;; ------------ (b) equity Investments in Subsidiaries of the Company acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in any Subsidiary of the Company or by any of the Subsidiaries of the Company in the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;; ------------- (g) loans to officers and employees not exceeding (i) $100,000 a Dollar Equivalent amount of U.S.$100,000 in the aggregate to any single individual or (ii) $250,000 a Dollar Equivalent amount of U.S.$300,000 in the aggregate for all such individuals; (h) Investments by Parent in the Company and, subject to the provisions of Section 10.11, in Acquisition Subsidiaries; ------------- (i) other Investments by Parent permitted by Section 10.23; and ------------- (j) Cash Equivalent Investments; and (i) bank deposits in the ordinary course of business; provided that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the requirements -------- of the definition of the term "Cash Equivalent Investment" may continue to the extent be -------------------------- held notwithstanding that checks have been issued to third parties, and such Investment if made thereafter would not comply with such requirements; (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), ---------- (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before --- --- --- --- --- or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (z) the aggregate principal amount of Investments by the Company in Foreign Subsidiaries pursuant to clauses ------- (b), (c), (d), (e), and (f) plus, without duplication, the aggregate amount of --- --- --- --- --- all Canadian Loans shall not at any time exceed 15% of the consolidated assets of Parent and its Subsidiaries.

Advances and Other Investments. Not, and not permit any Subsidiary to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in wholly-owned Subsidiaries and identified in Schedule 9.8SCHEDULE 7.9(a) and 7.9(b); (b) equity Investments in Subsidiaries acquired after the Effective Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11consummate Permitted Acquisitions; (c) in the ordinary course of business, contributions by the Company Borrower to the capital of any of its Wholly-Owned Subsidiaries, or by any such Wholly-Owned Subsidiary to the capital of any of its Wholly-Owned Subsidiaries; (d) in the ordinary course of business, Investments by the Company Borrower in any Wholly-Owned Subsidiary of the Borrower or by any of the Wholly-Owned Subsidiaries of the Borrower in the Companyany other Wholly-Owned Subsidiary of Borrower, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7SECTION 8.7; (e) Suretyship Liabilities Guarantee Obligations permitted by Section 10.7SECTION 8.7; (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11Permitted Acquisitions; (g) loans to officers officers, directors and employees not at any time exceeding (i) $100,000 in the aggregate to any single individual or (ii) $250,000 Cdn.$1,000,000 in the aggregate for all such individuals;; and (h) Cash Equivalent to the extent they constitute Investments, deposits which give rise to Liens permitted by SUBSECTION (d), (f), or (h) (to the extent relating to Liens permitted by SUBSECTION (d), (f), or (h)) of SECTION 8.8; and (i) bank deposits in the ordinary course of businessCash Equivalent Investments; provided PROVIDED that the aggregate amount of all such deposits (excluding (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the requirements of the definition of the term "CASH EQUIVALENT INVESTMENT" may continue to the extent be held notwithstanding that checks have been issued to third parties, such Investment if made thereafter would not comply with such requirements; and (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause CLAUSE (b), (c), (d), (e), (f) or (g) shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Advances and Other Investments. Not, and not permit any Subsidiary ------------------------------ to, make, incur, assume or suffer to exist any Investment in any other Person, except (without duplication) the following: (a) equity Investments existing on the Effective Closing Date in wholly-wholly- owned Subsidiaries of the Company identified in Schedule 9.8;; ------------ (b) equity Investments in Subsidiaries of the Company acquired after the Effective Closing Date in transactions permitted as acquisitions of stock or assets pursuant to Section 10.11;; ------------- (c) in the ordinary course of business, contributions by the Company to the capital of any of its Subsidiaries, or by any such Subsidiary to the capital of any of its Subsidiaries; (d) in the ordinary course of business, Investments by the Company in Parent or in any Subsidiary of the Company or by any of the Subsidiaries of the Company in Parent, the Company or any other Subsidiary of the Company, by way of intercompany loans, advances or guaranties, all to the extent permitted by Section 10.7;; ------------ (e) Suretyship Liabilities permitted by Section 10.7;; ------------ (f) good faith deposits made in connection with prospective acquisitions of stock or assets permitted by Section 10.11;; ------------- (g) loans to officers and employees not exceeding (i) $100,000 a Dollar Equivalent amount of U.S.$100,000 in the aggregate to any single individual or (ii) $250,000 a Dollar Equivalent amount of U.S.$300,000 in the aggregate for all such individuals; (h) Investments by Parent in the Company, in Subsidiaries of the Company and, subject to the provisions of Section 10.11, in ------------- Acquisition Subsidiaries; (i) Investments by Parent in the QuIPS Trust existing on the Closing Date; (j) Cash Equivalent Investments; and (ik) bank deposits Investments by Parent or any Subsidiary in the ordinary course of businessany Special Purpose Vehicle; provided that the aggregate amount of all such deposits (excluding Investments made in cash shall not exceed U.S. $10,000,000; provided that (x) amounts in payroll accounts or for accounts payable, in each case any Investment which when made complies with the requirements -------- of the definition of the term "Cash Equivalent Investment" may continue to the extent be -------------------------- held notwithstanding that checks have been issued to third parties, and such Investment if made thereafter would not comply with such requirements; (y) amounts maintained (in the ordinary course of business consistent with past practice) in accounts of any Person which is acquired by the Company or a Subsidiary in accordance with the terms hereof during the 45 days following the date of such acquisition) which are maintained with any bank other than a Bank shall not at any time after January 7, 1999 exceed (x) in the case of such deposits with any single bank, $100,000 for three consecutive Business Days and (y) in the case of all such deposits, $1,000,000 for three consecutive Business Days; provided that no Investment otherwise permitted by clause (b), ---------- (c), (d), (e), (f), (g) or (gk) shall be permitted to be made if, immediately --- --- --- --- --- --- before or after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (z) the aggregate principal amount of Investments by the Company in Foreign Subsidiaries pursuant to clauses (b), (c), (d), (e), and (f) plus, without duplication, the aggregate ----------- --- --- --- --- amount of all "Canadian Loans" under and as defined in the Credit Agreement shall not at any time exceed 15% of the consolidated assets of Parent and its Subsidiaries.