Common use of Investments; Acquisitions Clause in Contracts

Investments; Acquisitions. Without the written approval of the Banks, except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment, provided, that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any time.

Investments; Acquisitions. Without the written approval of the Banks, except Except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of Five Million Dollars ($5,000,000 5,000,000) per Fiscal Year for all such Persons (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition, except for acquisitions for which the consideration consists of equity securities of the Borrower) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirementsrequirements or such Subsidiary shall be an Inactive Subsidiary or a foreign Subsidiary, (i) each such Subsidiary shall deliver become a Guarantor hereunder by delivering to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended joinder to the extent necessary to include such SubsidiaryMaster Security Agreement, the capital stock or other equity interest of each such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing foregoing, including, without limitation, a certificate from such Subsidiary’s insurance carriers evidencing the coverage required by Section 8.05 hereof (which certificate(s) shall show that the Agent is an additional insured and in connection therewith loss payee), (ii) such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (ri) to the same extent as if such Subsidiary were an original party to this Agreement, and (iii) if the Accounts and/or Inventory of such Subsidiary are to be in the Borrowing Base, then Collateral Monitor and/or its designee shall conduct an examination of the books and records of such Subsidiary, at the expense of the Borrower (provided, however, that Borrower shall not be liable for any such expenses in excess of Thirty Thousand Dollars ($30,000) for each such examination), and the results of such examination shall be in form and substance reasonably satisfactory to the Required Banks; (d) investments in Borrower's ’s common stock made with director director, officer and officer employee deferred compensation pursuant to the terms Borrower's ’s common stock purchase plan and investments made with director director, officer or officer employee deferred compensation pursuant to Borrower's ’s deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed Two Hundred Thousand Dollars ($200,000 200,000) in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment; and (f) investments in or capital contributions to the Borrower’s Restricted Subsidiaries, provided, provided that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, furtherprovided further that, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("“Bank Equity"”) of not less than Five Hundred Million Dollars ($500,000,000), except that amounts up to the aggregate of Five Million Dollars ($5,000,000 is 5,000,000) are permitted with banks with Bank Equity of less than Five Hundred Million Dollars ($500,000,000 500,000,000) but greater than Fifty Million Dollars ($50,000,000); (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least Five Billion Dollars ($5,000,000,000); (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed Twenty Million Dollars ($20,000,000 20,000,000) at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed Ten Million Dollars ($10,000,000 10,000,000) at any time.

Investments; Acquisitions. Without the written approval No Principal Company will, and no Principal Company will permit any of the Banksits Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make or own any loan Investment in any Person, including any Joint Venture, or advance to acquire, by purchase or otherwise, all or substantially all the business, Property or Capital Stock of, or other ownership interest in any Person, or any division or line of business of any Person or purchase or otherwise acquire any capital stockexcept: (a) such Principal Company and its Subsidiaries may make and own Investments in Cash Equivalents; (b) the Grantors may make and own additional equity Investments in their respective Subsidiaries that are Grantors; (c) such Principal Company and its Subsidiaries may make intercompany loans to the extent permitted under Section 10.1(c); (d) such Principal Company and its Subsidiaries may make Consolidated Capital Expenditures (i) consistent with the applicable Financial Plan, assetsas modified in good faith by the Parent’s Governing Body from time to time and (ii) in addition, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount not to exceed $100,000 in any instance and $500,000 in any fiscal year solely in respect of Consolidated Capital Expenditures made in circumstances where the advance approval of such capital expenditures by the Parent’s Governing Body is not practicable (with amounts applied towards such maximum amounts to be reduced to the extent the related capital expenditure(s) was subsequently approved by the Parent’s Governing Body), in each case only to the extent such Consolidated Capital Expenditures do not result in a violation of Section 10.13; provided that capital expenditures made by Non-Grantor Subsidiaries in any fiscal year may not exceed (t) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in the United Kingdom, (u) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in Germany (v) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in Brazil, (w) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in Israel, (x) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in France, (y) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in Russia and (z) in respect of each other country in which a Subsidiary of any Principal Company is organized, $100,000 in such country and $500,000 in the aggregate for all such countries unless any capital expenditures over such applicable maximum amount set forth in clauses (t) through (z) above have been approved by the Parent’s Governing Body; provided further, that the acquisition of licenses of Software permitted under clause (i) of this Section 10.3(d) shall not be subject to the limitations set forth in the first proviso to this Section 10.3(d); (e) such Principal Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 10.3(e); (f) the Grantors may acquire (i) assets acquired pursuant to Section 8.3 and (ii) other assets (including Capital Stock and including Capital Stock of Subsidiaries formed in connection with any such acquisition having a fair market value not in excess of $5,000,000 in any one Fiscal Year and $15,000,000 in the aggregate and continue to own such assets after the acquisition thereof; provided that (which for purposes i) immediately prior to and after giving effect to any such acquisition, no Default or Event of acquisitions Default shall include have occurred and be continuing, and (ii) such Principal Company shall, and shall cause its Subsidiaries to, comply with the amount requirements of any Debt assumed), except the following: Sections 9.7 and 9.8 with respect to each such acquisition that results in a Person becoming a Subsidiary; (ag) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way such Principal Company may acquire and hold obligations of acquisition) one or more officers or other employees of additional wholly owned such Principal Company or its Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive with such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock officers’ or other equity interest employees’ acquisition of shares of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of Principal Company’s common stock, stock powers and powers so long as no cash is actually advanced by such Principal Company or any of attorney and each other agreement, document its Subsidiaries to such officers or instrument reasonably requested by Agent employees in connection with the foregoing and in connection therewith acquisition of any such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), obligations; (h) the Grantors may (except same shall be deemed to apply to such Subsidiary instead of Designers), (ji) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (pown Investments in Non-Grantor Subsidiaries in existence on the Closing Date and described in Schedule 10.3(h) and (rii) to the same extent as if such Subsidiary were make and own additional Investments in Non-Grantor Subsidiaries (A) in an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees amount not to exceed $200,000 100,000 in the aggregate during any Fiscal Year outstanding for each country in which an operating Non-Grantor Subsidiary is organized (not to exceed $2,000,000 in aggregate for all such countries taken together) and (B) otherwise, in the ordinary course of business for reasonable and necessary workin order to meet such Non-relatedGrantor Subsidiaries’ rent, moving, entertainment payroll and other ordinary business expenses to be incurred by such employee(s) in connection with their employmentexpenses, provided, that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments including Contingent Obligations permitted under Section 10.4(c); (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3i) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) Principal Companies may consummate the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any timeAcquisition.

Investments; Acquisitions. Without the written approval of the BanksBorrowers shall not, except as provided in Sections 9.05 and 9.10 hereofshall not permit their respective Subsidiaries to, directly or indirectly, make or own any loan Investment in any Person, including any Joint Venture, or advance to any Person or acquire, by purchase or otherwise acquire any capital stockotherwise, assetsall or substantially all the business, obligations property or other securities fixed assets of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other ownership interest of any Person, or any division or line of business of any Person except: (i) Company and its Subsidiaries may make and own Investments in Domestic Cash Equivalents and in such investments as are permitted or imposed under the terms of any cash collateral or debt service reserve agreement (including pursuant to the terms of any Project bond indenture) permitted hereunder; (ii) Borrowers may make and own additional equity interest Investments in other Borrowers, so long as no such Investment shall be made by one Borrower in another Borrower if (a) the latter is subject to restrictions of the type described in subsection 7.2D more adverse than restrictions of such type that are applicable to the Borrower making such Investment, or (b) such Investment shall result in the obligee or beneficiary of any Indebtedness or Contingent Obligation (other than the Obligations) having greater recourse to assets for the payment or collection of such Indebtedness or Contingent Obligation than such obligee or beneficiary had immediately prior to such Investment; and Subsidiaries that are not Borrowers may make and own additional equity Investments in Borrowers other than Company, so long as no such Investment shall be made if (a) the applicable Subsidiary is subject to restrictions of the type described in subsection 7.2D more adverse than restrictions of such type that are applicable to the applicable Borrower, (b) such Investment shall result in the obligee or beneficiary of any Indebtedness or Contingent Obligation (other than the Obligations) of such Subsidiary having greater recourse to assets for the payment or collection of such Indebtedness or Contingent Obligation than such obligee or beneficiary had immediately prior to such Investment, or (c) such Investment shall have any adverse effect on the Collateral for the Obligations; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iii) and 7.1(vii); (iv) Company and its Subsidiaries may make Consolidated Facilities Capital Expenditures permitted by subsection 7.6; (v) Company and its Subsidiaries may continue to own the Investments owned by them on the Closing Date and described in Schedule 7.3(v) annexed hereto; (vi) Company and its Subsidiaries may make Expansions which Company and its Subsidiaries are committed as of the Closing Date to make in those waste-to-energy Projects set forth in Schedule 7.3(vi) annexed hereto; provided, that each such Investment (or commitment to make the same) made in connection with such Projects shall be pledged of a type described on such Schedule and shall be in an amount not exceeding the amount set forth on such Schedule; (vii) Company and its Subsidiaries may make Expansions (and may enter into contractual commitments to Agent for the benefit of Banks and make such Subsidiary shall deliver Investments) with respect to Agent a Security Agreement and, existing waste-to-energy Projects to the extent such Subsidiary owns stock Expansions are publicly financed, so long as (a) Company shall provide to Administrative Agent reasonable prior advance written notice of another Personeach such Investment and Expansion and copies of all material contracts or other agreements being entered into in connection with such Investment and Expansion, a Pledge (b) such Expansion is not otherwise prohibited under this Agreement, and(c) such Expansions are required by the existing client (if such client is a Government Authority) of the relevant Project and the amounts required therefor are advanced to Company and its Subsidiaries or paid directly by such client, and (d) such Investment (or such contractual commitment, as the case may be) shall not breach any other provision of this Agreement; provided, that after the occurrence and during the continuation of an Event of Default, neither Company nor any of its Subsidiaries shall enter into a contractual commitment for any such Investment; (viii) Company and its Subsidiaries may, after the Closing Date, make and own Investments in any other Subsidiary of Company (to the extent such Subsidiary owns any intellectual propertyin existence on the Closing Date) the proceeds of which are applied to working capital, a Trademark Security Agreement maintenance, operation, payroll and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding liquidity requirements in the ordinary course of business of Subsidiaries other than Borrowers; provided, that no such Investment may be made at any time that Borrowers shall not be in compliance with subsection 7.6E; (ix) Company and its Subsidiaries may, after the Closing Date, make and own Investments in any other Subsidiary of Company (to the extent in existence on the Closing Date) the proceeds of which are applied to Development Expenses; provided, that Development Expenses for reasonable all Projects of Company's Subsidiaries at any time after the Closing Date, net of any such Development Expenses that have theretofore been reimbursed after the Closing Date by the client of the relevant Project, shall not exceed on any date of determination an amount equal to (a) $3,000,000 plus (b) the product of $3,000,000 multiplied by the number of Fiscal Years that have commenced following January 31, 2004 but prior to such date of determination; (x) Borrowers and necessary worktheir Subsidiaries may own Investments in the form of non-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) cash consideration received in connection with their employment(a) Asset Sales permitted under subsection 7.7(iii) or 7.7(iv) or (b) settlements of disputes, providedto the extent such settlements occur in the ordinary course of business; (xi) Company and its Subsidiaries may make Investments after the Closing Date consisting of intercompany loans to the Bankrupt Subsidiaries, that, so long as of (a) the date proceeds of such loan or guarantee loans are applied to working capital, maintenance, operation, payroll and after giving effect theretoother liquidity requirements in the ordinary course of business of such Bankrupt Subsidiaries, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3b) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds such intercompany loans outstanding to the Bankrupt Subsidiaries at any time shall not exceed $20,000,000 at any time; 2,000,000, (c) such loans shall have, pursuant to an order of the Bankruptcy Court in form and substance satisfactory to Administrative Agent, no less favorable payment priority and lien priority than the payment priority and lien priority of such Bankrupt Subsidiaries' obligations under the DIP Credit Agreement immediately prior to the Closing Date, and shall be secured by substantially the same assets of such Bankrupt Subsidiary as such obligations under the DIP Credit Agreement immediately prior to the Closing Date, and (4d) such loans shall be evidenced by promissory notes that shall be pledged to secure the aggregate amount of Permitted Investments Obligations; (xii) Borrowers may make payments to the extent contractually obligated pursuant to the terms of the type referred Existing IPP International Project Guaranties; (xiii) Subject to in the preceding clause (3) Intercreditor Agreement, Borrowers may reimburse drawings made under Letters of Credit issued hereunder that support obligations with respect to any individual issuer shall not exceed $10,000,000 at any timethe IPP International Business; and (xiv) CEA may make payments on account of Indebtedness of CPIH to the extent such payments are made solely from the proceeds of sales of Capital Stock of CPIH.

Investments; Acquisitions. Without the written approval No Principal Company will, and no Principal Company will permit any of the Banksits Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make or own any loan Investment in any Person, including any Joint Venture, or advance to acquire, by purchase or otherwise, all or substantially all the business, Property or Capital Stock of, or other ownership interest in any Person, or any division or line of business of any Person or purchase or otherwise acquire except: (a) such Principal Company and its Subsidiaries may make and own Investments in Cash Equivalents; (b) the Grantors may make and own additional equity Investments in their respective Subsidiaries that are Grantors; (c) such Principal Company and its Subsidiaries may make intercompany loans to the extent permitted under Section 10.1(c); (d) such Principal Company and its Subsidiaries may make Consolidated Capital Expenditures consistent with the applicable Financial Plan, as modified in good faith by the Parent’s Governing Body from time to time; provided that capital expenditures made by Non-Grantor Subsidiaries in any Fiscal Year may not exceed (u) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in India, (v) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in the United Kingdom, (w) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in Germany (x) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in France, (y) $500,000 in aggregate in respect of all Non-Grantor Subsidiaries organized in Russia and (z) in respect of each other country in which a Non-Grantor Subsidiary of any Principal Company is organized, $100,000 in such country and $500,000 in the aggregate for all such countries unless any capital stockexpenditures over such applicable maximum amount set forth in clauses (u) through (z) above have been approved by the Parent’s Governing Body; provided further, assets, obligations or other securities of, make that the acquisition of licenses of Software permitted under this Section shall not be subject to the limitations set forth in the first proviso to this Section 10.3(d); (e) such Principal Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 10.3(e); (f) the Grantors may acquire assets (including Capital Stock and including Capital Stock of Subsidiaries formed in connection with any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount such acquisition) having a fair market value not in excess of $5,000,000 in any one Fiscal Year and $15,000,000 in the aggregate and continue to own such assets after the acquisition thereof; provided that (which for purposes i) immediately prior to and after giving effect to any such acquisition, no Default or Event of acquisitions Default shall include have occurred and be continuing, and (ii) such Principal Company shall, and shall cause its Subsidiaries to, comply with the amount requirements of any Debt assumed), except the following: Sections 9.7 and 9.8 with respect to each such acquisition that results in a Person becoming a Subsidiary; (ag) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way such Principal Company may acquire and hold obligations of acquisition) one or more officers or other employees of additional wholly owned such Principal Company or its Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive with such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock officers’ or other equity interest employees’ acquisition of shares of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of Principal Company’s common stock, stock powers and powers so long as no cash is actually advanced by such Principal Company or any of attorney and each other agreement, document its Subsidiaries to such officers or instrument reasonably requested by Agent employees in connection with the foregoing and in connection therewith acquisition of any such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), obligations; (h) the Grantors may (except same shall be deemed to apply to such Subsidiary instead of Designers), (ji) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (pown Investments in Non-Grantor Subsidiaries in existence on the Closing Date and described in Schedule 10.3(h) and (rii) to the same extent as if such Subsidiary were an original party to this Agreement; make and own additional Investments in Non-Grantor Subsidiaries (dA) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary workin order to fund such Non-relatedGrantor Subsidiaries’ rent, moving, entertainment payroll and other ordinary business expenses to be incurred by such employee(s) in connection with their employmentexpenses, provided, that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized including Contingent Obligations permitted under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000Section 10.4(c); (2B) all money market funds shall comply arising from the provision of services or sales or licenses of inventory or Intellectual Property in the ordinary course of business and consistent with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000past practices; (3C) the aggregate to capitalize newly formed Subsidiaries that are not required to become Guarantors in an amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not to exceed $20,000,000 at 1,500,000 in the case of any timeone Subsidiary and $4,000,000 in the case of all such Subsidiaries; (D) to fund capital expenditures permitted under Section 10.3(d); and (4E) otherwise, at any time outstanding in an amount not to exceed $3,000,000 in aggregate for all Non-Grantor Subsidiaries; and (i) the aggregate amount Grantors may (i) enter into licenses of Permitted Investments of the type referred to Intellectual Property in the preceding clause ordinary course of business or (3ii) with respect to any individual issuer shall acquire Intellectual Property having a fair market value not exceed in excess of $10,000,000 at any time1,000,000 per Fiscal Year; provided that such Intellectual Property is used in the ordinary course of business conducted as provided in Section 10.9.

Investments; Acquisitions. Without Holdings and Company shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the written approval business, property or fixed assets of, or Capital Stock of, any Person, or any division or line of business of any Person except: (i) Holdings and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) the Guarantors may make and own Investments in Company and in other Guarantors that are Subsidiaries of Company, and Subsidiaries of Company that are not Guarantors may make and own Investments in other Subsidiaries of Company; (iii) Holdings and its Subsidiaries may make intercompany loans, guarantees and advances to the extent permitted under subsection 7.1; (iv) Holdings and its Subsidiaries may consummate the Merger and make related Investments in accordance with the terms and conditions of the BanksMerger Agreement; (v) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.7; (vi) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto, except as provided in Sections 9.05 and 9.10 hereofincluding any modification, make any loan replacement, renewal or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (extension thereof which for purposes of acquisitions shall include does not increase the amount of any Debt assumed), except the following: thereof; (vii) Company and its Subsidiaries may make Permitted Acquisitions; provided that (a) Permitted Investments; no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such acquisition occurs or after giving effect thereto, (b) investments made Company shall be in accordance with Section 9.10 hereof; Pro Forma Compliance after giving effect thereto, (c) Company and Holdings shall, and shall cause their Subsidiaries to, comply with the formation requirements of subsections 6.8 and 6.9 with respect to each such acquisition that results in a Person becoming a Subsidiary and (but d) the aggregate fair market value of all direct and indirect Investments in Persons that do not by way become Guarantors resulting from all such acquisitions shall not exceed in the aggregate $2,500,000; (viii) Company and the Subsidiary Guarantors may make Investments consistent with past practice for the purposes of acquisitionreimbursing payroll, rent, insurance and other ordinary course operating expenses of current and future Foreign Subsidiaries that do not conduct, transact or otherwise engage in any business or operations other than the provision of services to or on behalf of Company and its Subsidiaries; (ix) Holdings and Company may acquire and hold obligations of additional wholly owned one or more officers or other employees of Holdings or its Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive with such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock officers’ or other equity interest employees’ acquisition of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stockits Capital Stock, stock powers and powers so long as no cash is actually advanced by Holdings or any of attorney and each other agreement, document its Subsidiaries to such officers or instrument reasonably requested by Agent employees in connection with the foregoing acquisition of any such obligations; (x) Company and its Subsidiaries may receive and hold promissory notes and other noncash consideration received in connection therewith such Subsidiary shall satisfy with any Asset Sale permitted by subsection 7.6; (xi) Company and its Subsidiaries (a) may make and own other Investments through the conditions precedent set forth in Sections 6.01(a), issuance of Specified Equity and (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) may make and (r) to the same extent as if such Subsidiary were own other Investments in an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees aggregate amount not to exceed at any time (x) $200,000 5,000,000 plus (y) the Specified Equity Amount; (xii) Company and its Subsidiaries may make and own Investments in connection with the workout, bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the aggregate during any Fiscal Year outstanding ordinary course of business; (xiii) Company and its Subsidiaries may make and own Investments consisting of lease, utility and other deposits or advances in the ordinary course of business; (xiv) Company and its Subsidiaries may make and own Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business; (xv) Holdings and its Subsidiaries may enter into Hedge Agreements as permitted under subsection 7.1(xi); (xvi) Company and its Subsidiaries may make and own Investments in the ordinary course of business consisting of endorsements for reasonable collection or deposit; (xvii) Holdings and necessary work-related, moving, entertainment its Subsidiaries may make and other own Investments consisting of advances of payroll payments to employees in the ordinary business course of business; and (xviii) Company and its Subsidiaries may make advances in the form of a cash deposit or prepayment of expenses to be vendors, suppliers and trade creditors so long as such deposits are made and such expenses are incurred by such employee(s) in connection with their employment, provided, that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any timeordinary course of business of Company or such Subsidiary.

Investments; Acquisitions. Without Borrowers shall not, and shall not permit their respective Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the written approval business, property or fixed assets of, or capital stock or other ownership interest of any Person, or any division or line of business of any Person except: (i) Company and its Domestic Subsidiaries may make and own Investments in Domestic Cash Equivalents and in such investments as are permitted or imposed under the terms of any cash collateral or debt service reserve agreement (including pursuant to the terms of any Project bond indenture) permitted hereunder; and Company's Foreign Subsidiaries may make and own Investments in Foreign Cash Equivalents to the extent permitted under subsection 5.10; (ii) Borrowers may make and own additional equity Investments in other Borrowers, so long as no such Investment shall be made by one Borrower in another Borrower if (a) the latter is subject to restrictions of the Banks, except as provided type described in Sections 9.05 and 9.10 hereof, make any loan or advance subsection 6.2D more adverse than restrictions of such type that are applicable to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution tothe Borrower making such Investment, or otherwise invest in, (b) such Investment shall result in the obligee or acquire beneficiary of any interest in, any Person Indebtedness or Contingent Obligation (other than the Obligations) having greater recourse to assets for the payment or collection of such Indebtedness or Contingent Obligation than such obligee or beneficiary had immediately prior to such Investment; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsection 6.1(iii); (iv) Company and its Subsidiaries may make Consolidated Facilities Capital Expenditures permitted by subsection 6.6D; (v) Company and its Subsidiaries may continue to own the Investments owned by them on the Closing Date and described in Schedule 6.3(v) annexed hereto; (a) Company may make and own Investments consisting of intercompany loans to its Subsidiaries (to the extent such Subsidiaries are in existence on the Closing Date) in an aggregate amount not in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of 1,000,000 outstanding at any Debt assumed), except the following: (a) Permitted Investments; time and (b) investments made Subsidiaries may make and own Investments consisting of intercompany loans to other Subsidiaries (in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, case to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to Subsidiaries are in existence on the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(aClosing Date), (b)so long as the proceeds of such loans are applied to working capital, (c)capital expenditure, (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) maintenance and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding payroll requirements in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment, provided, that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments Subsidiaries (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except provided that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds loans outstanding pursuant to this clause (b) shall not at any time exceed $20,000,000 at any time2,000,000); (vii) Borrowers and their Subsidiaries may own Investments in the form of non-cash consideration received in connection with (a) Asset Sales permitted under subsection 6.7(iii) or 6.7(iv) or (b) settlements of disputes, to the extent such settlements occur in the ordinary course of business; (viii) Subject to the Intercreditor Agreement, Borrowers may make payments under the Management Services and Reimbursement Agreement to the extent contractually obligated pursuant to the terms thereof; and (ix) Company and its Subsidiaries may make and own Investments consisting of cash equity contributions made after the Closing Date (4a) in the aggregate amount of Permitted Investments approximately $360,000 (it being understood that such amount is the approximate Dollar equivalent of an estimate as of November 15, 2003 of the type referred to required foreign currency contribution, and thus may change based on fluctuations in currency exchange rates) in the preceding clause Madurai Project (3b) with respect in an aggregate amount not to any individual issuer shall not exceed $10,000,000 at 130,000 in the Samalpatti Project, and (c) in an aggregate amount not to exceed $1,600,000 in the Trezzo waste-to-energy Project, in each case so long as (1) such contributions are required to be made pursuant to the terms of a binding Contractual Obligation of Company and its Subsidiaries in effect on the Closing Date, and (2) any timeCapital Stock resulting from such contributions and held directly by any Borrower shall be pledged as Collateral under the Collateral Documents.

Investments; Acquisitions. Without the written approval of the Banks, except Except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition, except for acquisitions for which the consideration consists of equity securities of the Borrower) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirementsrequirements or such Subsidiary shall be an Inactive Subsidiary or a foreign Subsidiary, (i) each such Subsidiary shall deliver become a Guarantor hereunder by delivering to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended joinder to the extent necessary to include such SubsidiaryMaster Security Agreement, the capital stock or other equity interest of each such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing foregoing, including, without limitation, a certificate from such Subsidiary’s insurance carriers evidencing the coverage required by Section 8.05 hereof (which certificate(s) shall show that the Agent is an additional insured and in connection therewith loss payee), (ii) such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (ri) to the same extent as if such Subsidiary were an original party to this Agreement, and (iii) if the Accounts and/or Inventory of such Subsidiary are to be in the Borrowing Base, then Collateral Monitor and/or its designee shall conduct an examination of the books and records of such Subsidiary, at the expense of the Borrower, and the results of such examination shall be in form and substance reasonably satisfactory to the Required Banks; (d) investments in Borrower's ’s common stock made with director director, officer and officer employee deferred compensation pursuant to the terms Borrower's ’s common stock purchase plan and investments made with director director, officer or officer employee deferred compensation pursuant to Borrower's ’s deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed Two Hundred Thousand Dollars ($200,000 200,000) in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment, provided, ; provided that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; providedand (f) investments in or capital contributions to the Borrower’s Restricted Subsidiaries, furtherprovided further that, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("“Bank Equity"”) of not less than Five Hundred Million Dollars ($500,000,000), except that amounts up to the aggregate of Five Million Dollars ($5,000,000 is 5,000,000) are permitted with banks with Bank Equity of less than Five Hundred Million Dollars ($500,000,000 500,000,000) but greater than Fifty Million Dollars ($50,000,000); (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least Five Billion Dollars ($5,000,000,000); (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed Twenty Million Dollars ($20,000,000 20,000,000) at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed Ten Million Dollars ($10,000,000 10,000,000) at any time.

Investments; Acquisitions. Without the written approval The Company shall not, and shall not permit any of the Banksits Restricted Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make any loan or advance to Investment in any Person or purchase or otherwise acquire Person, including any capital stockJoint Venture, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: except: (a) Permitted Investments; the Company and its Restricted Subsidiaries may make and own Investments in Cash and Cash Equivalents; (b) investments made (i) the Company and its wholly-owned Domestic Subsidiaries may make and own additional equity Investments in accordance their respective wholly-owned Domestic Subsidiaries (other than Unrestricted Subsidiaries) and in Domestic Subsidiaries (other than Unrestricted Subsidiaries) that become wholly-owned as a result of or in connection with Section 9.10 hereof; such Investments and (ii) Foreign Subsidiaries may make and own additional equity Investments in other Foreign Subsidiaries; (c) the formation Company and its Restricted Subsidiaries may make Investments in the form of intercompany Indebtedness permitted by Section 8.01(d); (but not d) the Company and its Restricted Subsidiaries may continue to own the Investments owned by way them and described in Schedule 8.03; (e) the Company and its Restricted Subsidiaries may make Permitted Acquisitions (including the acquisition of acquisition) the Capital Stock of additional wholly owned Restricted Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, formed in connection therewithwith any such Permitted Acquisition); provided that (i) no Default shall have occurred and be continuing at the time such acquisition occurs or after giving effect thereto, unless Agent (ii) the Company shall, and shall waive such requirementscause its Restricted Subsidiaries to, comply with the requirements of Sections 7.08 and 7.09 with respect to each such Subsidiary shall deliver Person acquired or Person formed to Agent a joinder to this Agreement, acquire the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest assets of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, another Person to the extent such Subsidiary owns stock of another requirements are applicable to such Person, (iii) the Company shall be in Pro Forma Compliance after giving effect to such acquisition, and (iv) the Consolidated Net Leverage Ratio, calculated on a Pledge AgreementPro Forma Basis after giving effect to such acquisition, and, shall be at least 0.25 to 1.00 less than the extent such Subsidiary owns otherwise applicable maximum Consolidated Net Leverage Ratio permitted by Section 8.06(a); (f) the Company and its Restricted Subsidiaries may receive and hold promissory notes and other non-Cash consideration received in connection with any intellectual property, a Trademark Security Agreement Asset Sale permitted by Section 8.07; (g) the Company and shares of stock, stock powers and powers of attorney and each other agreement, document its Restricted Subsidiaries may acquire Securities or instrument reasonably requested by Agent Investments in connection with the foregoing and satisfaction or enforcement of Indebtedness or claims due or owing to the Company or any of its Restricted Subsidiaries, including Securities or Investments received in connection therewith with the bankruptcy, insolvency or reorganization of the Person obligated on such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a)Indebtedness or claim, (b), (c), (f), or as security for any such Indebtedness or claim; (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) the Company and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the its Restricted Subsidiaries of indebtedness may make loans (financing equipment sold by the Company and its Restricted Subsidiaries) or obligations of any of their employees equipment leases to customers doing business with the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $200,000 40,000,000 at any time outstanding (with the principal amount of such leases to be deemed to be equal to the discounted present value, at a market rate of interest, of the remaining rental payments plus any residual value of the leased equipment as shown on the Company’s financial statements); (i) the Company and its Restricted Subsidiaries may make loans to customers doing business with the Company and its Restricted Subsidiaries in settlement of accounts receivable owing to the Company or any of its Restricted Subsidiaries from such customer in an aggregate during principal amount not to exceed $15,000,000 at any Fiscal Year outstanding time outstanding; (j) the Company and its Restricted Subsidiaries may make other Investments at any time; provided that (i) no Default shall have occurred and be continuing at the time such Investment occurs or after giving effect thereto, (ii) the Company shall be in Pro Forma Compliance after giving effect to such Investment and (iii) the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Investment, shall be at least 0.25 to 1.00 less than the otherwise applicable maximum Consolidated Net Leverage Ratio permitted by Section 8.06(a); (k) the Company and its Restricted Subsidiaries may make loans and advances to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business for reasonable or consistent with past practice; (l) to the extent constituting Investments, (i) Restricted Junior Payments permitted under Section 8.05, (ii) Equity Related Compensation Payments and necessary work-related, moving, entertainment (iii) Contingent Obligations permitted under Section 8.04; (m) the Company and other ordinary business expenses its Restricted Subsidiaries may make Investments to be incurred by the extent such employee(s) Investments are in connection with their employment, provided, that, as an amount not exceeding the cash proceeds of issuances of Capital Stock of the Company made within one year prior to the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurredInvestment; provided, further, with respect to the Permitted Investments and (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3n) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds Company and municipal notes/bonds shall not exceed $20,000,000 its Restricted Subsidiaries may make other Investments at any time; and (4) the time in an aggregate amount of Permitted Investments of the type referred amount, when aggregated with all Contingent Obligations incurred pursuant to in the preceding clause (3) with respect Section 8.04(f), not to any individual issuer shall not exceed $10,000,000 at any timetime outstanding.

Investments; Acquisitions. Without the written approval of the Banks, except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; Neither the Borrower nor ------------------------- any of its Subsidiaries shall make Investments in any Person except as permitted by Section 5.07 and except the following Investments (bprovided such Investments do not violate Section 5.08(b)): (i) investments absent the existence of a Default, made in accordance with Borrower's or Subsidiary's investment policy formally approved by its respective Board of Directors from time to time and otherwise in accordance with the terms set forth herein; (ii) in Subsidiary Guarantors; (iii) in Subsidiaries which are formed for the sole purpose of (1) merging into Persons that will become Subsidiary Guarantors in accordance with Section 9.10 hereof; 5.10, or (c2) acquiring the formation assets or stock of Persons and thereafter becoming Subsidiary Guarantors in accordance with Section 5.10 or (but 3) existing as non-Operating Subsidiaries, provided all such Investments in non-Operating Subsidiaries shall not exceed $50,000 in the aggregate; (iv) absent the existence of a Default, Investments (other than (1) equity contributed before the date of such Default, and (2) Guarantees) by way of acquisition) of additional wholly owned Subsidiaries of the Borrower or any Subsidiary Guarantor in GPS; (v) Guarantees by the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent Borrower (A) for the benefit of Banks GPS or Comerica in existence as of September 30, 1996, of obligations in amounts not greater than the amounts guaranteed thereunder as of September 30, 1996, (B) for certain obligations of Technology Sales and such Leasing Co., Inc., or any other Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent Guarantor in connection with the foregoing Equipment Lease Agreements, but solely to the extent that such Guarantees and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a)Debt Guaranteed pursuant thereto are not prohibited by any other terms of this Agreement, and (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (pC) and (r) to by the same extent as if such Subsidiary were an original party to this Agreement; (d) investments Operating Subsidiaries in Borrower's common stock made with director and officer deferred compensation favor of the GPS Banks pursuant to the terms Borrower's common stock purchase plan and investments made GPS Credit Agreement of the obligations of GPS under the GPS Credit Agreement, provided that (1), with director respect to clause (B), no -------- Default or officer deferred compensation pursuant to Borrower's deferred compensation plan; Event of Default is in existence before or upon or after giving effect thereto and (e2) the Borrower and such Operating Subsidiaries shall be obligated to obtain a release of such Guarantees without any further liability of the Borrower or such Operating Subsidiaries thereunder upon the Borrower and/or its Subsidiaries ceasing to be the Majority in Interest members of GPS; (vi) an Investment by the Borrower or any Subsidiary Guarantor in Comerica not exceeding the aggregate sum of (A) $18,000,000 minus (B) loans or advances made under Section 5.07(vi), and/or (vii) capital contributions of assets as permitted by Section 5.13. 8. Amendment to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(sSection 5.09(c). Section 5.09(c) in connection with their employment, provided, that, as of the date of such loan or guarantee Credit Agreement ---------------------------- hereby is amended by deleting the same in its entirety and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to substituting the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth following in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any time.lieu thereof:

Investments; Acquisitions. Without the written approval of the BanksBorrowers shall not, except as provided in Sections 9.05 and 9.10 hereofshall not permit their respective Subsidiaries to, directly or indirectly, make or own any loan Investment in any Person, including any Joint Venture, or advance to any Person or acquire, by purchase or otherwise acquire any capital stockotherwise, assetsall or substantially all the business, obligations property or other securities fixed assets of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other ownership interest of any Person, or any division or line of business of any Person except: (i) Company and its Subsidiaries may make and own Investments in Domestic Cash Equivalents and in such investments as are permitted or imposed under the terms of any cash collateral or debt service reserve agreement (including pursuant to the terms of any Project bond indenture) permitted hereunder; (ii) Borrowers may make and own additional equity interest Investments in other Borrowers, so long as no such Investment shall be made by one Borrower in another Borrower if (a) the latter is subject to restrictions of the type described in subsection 7.2D more adverse than restrictions of such type that are applicable to the Borrower making such Investment, or (b) such Investment shall result in the obligee or beneficiary of any Indebtedness or Contingent Obligation (other than the Obligations) having greater recourse to assets for the payment or collection of such Indebtedness or Contingent Obligation than such obligee or beneficiary had immediately prior to such Investment; and Subsidiaries that are not Borrowers may make and own additional equity Investments in Borrowers other than Company, so long as no such Investment shall be made if (a) the applicable Subsidiary is subject to restrictions of the type described in subsection 7.2D more adverse than restrictions of such type that are applicable to the applicable Borrower, (b) such Investment shall result in the obligee or beneficiary of any Indebtedness or 100 Contingent Obligation (other than the Obligations) of such Subsidiary having greater recourse to assets for the payment or collection of such Indebtedness or Contingent Obligation than such obligee or beneficiary had immediately prior to such Investment, or (c) such Investment shall have any adverse effect on the Collateral for the Obligations; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iii) and 7.1(vii); (iv) Company and its Subsidiaries may make Consolidated Facilities Capital Expenditures permitted by subsection 7.6; (v) Company and its Subsidiaries may continue to own the Investments owned by them on the Closing Date and described in Schedule 7.3(v) annexed hereto; (vi) Company and its Subsidiaries may make Expansions which Company and its Subsidiaries are committed as of the Closing Date to make in those waste-to-energy Projects set forth in Schedule 7.3(vi) annexed hereto; provided that each such Investment (or commitment to make the same) made in connection with such Projects shall be pledged of a type described on such Schedule and shall be in an amount not exceeding the amount set forth on such Schedule; (vii) Company and its Subsidiaries may make Expansions (and may enter into contractual commitments to Agent for the benefit of Banks and make such Subsidiary shall deliver Investments) with respect to Agent a Security Agreement and, existing waste-to-energy Projects to the extent such Subsidiary owns stock Expansions are publicly financed, so long as (a) Company shall provide to Agents reasonable prior advance written notice of another Personeach such Investment and Expansion and copies of all material contracts or other agreements being entered into in connection with such Investment and Expansion, a Pledge (b) such Expansion is not otherwise prohibited under this Agreement, and(c) such Expansions are required by the existing client (if such client is a Government Authority) of the relevant Project and the amounts required therefor are advanced to Company and its Subsidiaries or paid directly by such client, and (d) such Investment (or such contractual commitment, as the case may be) shall not breach any other provision of this Agreement; provided, that after the occurrence and during the continuation of an Event of Default, neither Company nor any of its Subsidiaries shall enter into a contractual commitment for any such Investment; (viii) Company and its Subsidiaries may, after the Closing Date, make and own Investments in any other Subsidiary of Company (to the extent such Subsidiary owns any intellectual propertyin existence on the Closing Date) the proceeds of which are applied to working capital, a Trademark Security Agreement maintenance, operation, payroll and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding liquidity requirements in the ordinary course of business of Subsidiaries other than Borrowers; provided, that no such Investment may be made at any time that Borrowers shall not be in compliance with subsection 7.6E; (ix) Company and its Subsidiaries may, after the Closing Date, make and own Investments in any other Subsidiary of Company (to the extent in existence on the Closing Date) the proceeds of which are applied to Development Expenses; provided that Development Expenses for reasonable all Projects of Company's Subsidiaries at any time after the 101 Closing Date, net of any such Development Expenses that have theretofore been reimbursed after the Closing Date by the client of the relevant Project, shall not exceed on any date of determination an amount equal to (a) $3,000,000 plus (b) the product of $3,000,000 multiplied by the number of Fiscal Years that have commenced following January 31, 2004 but prior to such date of determination; (x) Borrowers and necessary worktheir Subsidiaries may own Investments in the form of non-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) cash consideration received in connection with their employment(a) Asset Sales permitted under subsection 7.7(iii) or 7.7(iv) or (b) settlements of disputes, providedto the extent such settlements occur in the ordinary course of business; (xi) Company and its Subsidiaries may make Investments after the Closing Date consisting of intercompany loans to the Bankrupt Subsidiaries, that, so long as of (a) the date proceeds of such loan or guarantee loans are applied to working capital, maintenance, operation, payroll and after giving effect theretoother liquidity requirements in the ordinary course of business of such Bankrupt Subsidiaries, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3b) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds such intercompany loans outstanding to the Bankrupt Subsidiaries at any time shall not exceed $20,000,000 at any time; 2,000,000, (c) such loans shall have, pursuant to an order of the Bankruptcy Court in form and substance satisfactory to Agents, no less favorable payment priority and lien priority than the payment priority and lien priority of such Bankrupt Subsidiaries' obligations under the DIP Credit Agreement immediately prior to the Closing Date, and shall be secured by substantially the same assets of such Bankrupt Subsidiary as such obligations under the DIP Credit Agreement immediately prior to the Closing Date, and (4d) such loans shall be evidenced by promissory notes that shall be pledged to secure the aggregate amount of Permitted Investments Obligations; (xii) Borrowers may make payments to the extent contractually obligated pursuant to the terms of the type referred Existing IPP International Project Guaranties; (xiii) Subject to in the preceding clause (3) Intercreditor Agreement, Borrowers may reimburse drawings made under letters of credit issued under the New L/C Facility Agreement that support obligations with respect to any individual issuer shall not exceed $10,000,000 at any timethe IPP International Business; and (xiv) CEA may make payments on account of Indebtedness of CPIH to the extent such payments are made solely from the proceeds of sales of Capital Stock of CPIH.

Investments; Acquisitions. Without the written approval Company shall not, and shall not permit any of the Banksits Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make or own any loan Investment in any Person, including any Joint Venture, or advance to any Person or acquire, by purchase or otherwise acquire any capital stockotherwise, assetsall or substantially all the business, obligations property or other securities fixed assets of, make or Capital Stock of any capital contribution toPerson, or otherwise invest in, any division or acquire any interest in, any Person in an amount in excess line of $5,000,000 (which for purposes of acquisitions shall include the amount business of any Debt assumed)Person, except the following: except: (ai) Permitted Investments; Company and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (bii) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Company and its Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended may make and own intercompany loans to the extent necessary permitted pursuant to include such subsections 7.1(iii), (iv) and (v); (iii) any Subsidiary (other than a Subsidiary Guarantor or a Dormant Subsidiary, ) may make and own Investments in any other Subsidiary (other than a Subsidiary Guarantor or a Dormant Subsidiary); (iv) Company and Subsidiary Guarantors may make and own Investments in Company and Subsidiary Guarantors; (v) Company and its Subsidiaries may continue to own the capital stock or other equity interest Investments owned by them and described on Schedule 7.3 of such Subsidiary shall the Company Disclosure Letter; provided that additional Investments not described on Schedule 7.3 may be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, made to the extent such Subsidiary owns stock the Investments described on Schedule 7.3 are sold or otherwise disposed of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement but not above $200,000,000; (vi) Company and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted its Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding may make capital expenditures in the ordinary course of business for reasonable business; (vii) Company and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) its Subsidiaries may acquire Securities in connection with their employmentthe satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Subsidiaries or as security for any such Indebtedness or claim; Table of Contents (viii) Company and its Subsidiaries may acquire assets (including Capital Stock and including Capital Stock of Subsidiaries of Company formed in connection with any such acquisition) of (a) any Person in the same or similar line of business (or any related, providedancillary or complementary business, thatincluding business services) as Company having a fair market value not in excess of $50,000,000 individually and $100,000,000 in the aggregate in any one Fiscal Year (1) through the issuance of Capital Stock of Company or any Subsidiary, as (2) with Cash, (3) with the proceeds of Permitted Senior Indebtedness or Permitted Subordinated Indebtedness or (4) with any combination of the date of such loan or guarantee and foregoing, in each case if after giving effect theretoto such acquisition, no Event of Default or Potential Event of Default shall exist have occurred or be continuing; or (b) any Person in the same or similar line of business (or any related, ancillary or complementary business, including business services) as Company (1) through the issuance of Capital Stock of Company or any Subsidiary, (2) with Cash, (3) with the proceeds of Permitted Senior Indebtedness or Permitted Subordinated Indebtedness or (4) with any combination of the foregoing, in each case if after giving effect to such acquisition, (A) no Event of Default or Potential Event of Default shall have occurredoccurred or be continuing, (B) at least $100,000,000 is available in Revolving Loan Commitments, and (C) the Consolidated Leverage Ratio determined on a pro forma basis is equal to or less than 2.50:1.00 (each a “Permitted Acquisition”); provided, furtherhowever, that the restrictions set forth in clauses (a) and (b) above shall not apply if, at the time Company or such Subsidiary makes such acquisition and after giving pro forma effect thereto, the Company Debt Rating shall be at least Ba1 from Xxxxx’x and at least BB+ from S&P; (ix) any Person who becomes a Subsidiary of Company or who is merged or consolidated into a Subsidiary of Company after the date hereof pursuant to a Permitted Acquisition may continue to own Investments owned by such Person on the date of such Permitted Acquisition; provided that (a) such Investment was not incurred in connection with, or anticipation or contemplation of, such Permitted Acquisition and (b) neither Company nor any of its Subsidiaries (other than such Person or the Subsidiary of Company into which such Person is merged or consolidated) shall become liable with respect to such Investment; (x) Company and its Subsidiaries may make and own Investments consisting of non-Cash consideration in the Permitted Investments form of Capital Stock, notes or similar obligations in connection with any sale of assets permitted pursuant to subsection 7.7; (1xi) all certificates of deposit, bankers acceptances Company and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital its Subsidiaries (other than Dormant Subsidiaries) may make and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except own other Investments; provided that amounts up to the aggregate principal amount of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) such Investments plus the aggregate amount of commercial paper rated less than A1/P1outstanding Indebtedness permitted pursuant to subsection 7.1(iv) does not exceed at any time $200,000,000 which amount shall be increased by $25,000,000 each Fiscal Year following the Fiscal Year ended December 26, asset backed commercial paper rated less than A1/P12008; provided, medium term noteshowever, variable rate demand notes, corporate bonds and municipal notes/bonds that the restriction as to the amount of such Investments shall not exceed $20,000,000 apply to any such Investment if, at any timethe time Company or such Subsidiary makes such Investment and after giving pro forma effect thereto, the Company Debt Rating shall be at least Ba1 from Xxxxx’x and at least BB+ from S&P; Table of Contents (xii) Company and its Subsidiaries may make and own Investments (4including capital contributions in or loans to) in Joint Ventures in the aggregate amount ordinary course of Permitted Investments business; (xiii) Company and its Subsidiaries may consummate the Merger in accordance with the terms and conditions of the type referred to Merger Agreement; and (xiv) Company, the Excluded Subsidiaries and Subsidiary Guarantors may make and own Investments in the preceding clause (3) with respect form of Indebtedness permitted pursuant to any individual issuer shall not exceed $10,000,000 at any timesubsection 7.1(xv).

Investments; Acquisitions. Without The Parent Guarantor, the written approval of the BanksBorrower, except as provided in Sections 9.05 and 9.10 hereof, their respective Subsidiaries Indebtedness shall not make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, Investments or acquire any interest inProperties, other than (collectively, “Permitted Investments”): (i) Permitted Capital Expenditures,; (ii) Investments in Loan Parties,; (iii) Investments in Subsidiaries which are not Loan Parties to the extent required in order to fund operating deficits of such Subsidiaries (including any Person debt service or guarantees of any Indebtedness of such Subsidiaries existing on the First Amendment Effective Date) and are not otherwise prohibited under this Agreement,; (iv) Investments by Subsidiaries which are not Loan Parties in other Subsidiaries which are not Loan Parties,; (v) Investments in Unconsolidated Affiliates that are required to be made pursuant to such entities’ organizational documents and are not otherwise prohibited under this Agreement,; (vi) Investments constituting the Acquisition of any Eligible Property acquired in an amount exchange or swap of real property assets in excess a transaction covered by Section 1031 of the Internal Revenue Code so long as (x) the Subsidiary acquiring such Eligible Property becomes a Subsidiary Guarantor, and (y) such Investments do not, in the aggregate during the Restriction Period, exceed $5,000,000 75,000,000,; (vii) Acquisitions of Eligible Properties which are added as Borrowing Base Properties (and the Subsidiary that owns or ground leases such Properties are added as Subsidiary Guarantors) or Investments in Borrowing Base Properties or Subsidiary Guarantors or Non-Loan Party BB Subsidiaries that own or ground lease such Borrowing Base Properties to the extent the consideration therefor (x) is funded with Exempt Equity Proceeds or (yCapital Event Proceeds, (y) is funded from Net Proceeds for purposes of acquisitions shall include exercising the amount of any Debt assumedreinvestment rights set forth in Section 2.8(b)(iv)(C)(ii), except or (z) is Equity Interests of the following: Parent Guarantor or the Borrower (ain each case, together with any additional consideration in respect of such Investment or Acquisition that is funded with amounts permitted under Section 10.12(b)(x)),; (viii) Permitted Investments; [intentionally omitted]Investments in (bx) investments made any Excluded FelCor Subsidiary in connection with the repayment in full of the Existing Unsecured FelCor Bonds in accordance with Section 9.10 hereof; 10.12(e) with the proceeds of Permitted FelCor Parent Refinancing Indebtedness or an Equity Issuance and (cy) any Subsidiary obligated in respect of the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent 2022 CMBS Secured Indebtedness in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead any repayment of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation 2022 CMBS Secured Indebtedness pursuant to the terms Borrower's common stock purchase plan Section 2.06(b)(iv) or with Exempt Capital Event Proceeds; (ix) additional Investments in Unconsolidated Affiliates and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees which are not Loan Parties in an aggregate amount not to exceed $200,000 25,000,000 during the Restriction Period,; (x) additional Acquisitions and Investments in an aggregate amount during the aggregate during any Fiscal Year outstanding in Restriction Period not to exceed: (A) (x) if the ordinary course Outstanding Amount of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment, provided, that, as of the date of such loan or guarantee and Revolving Credit Loans is greater than $0 but does not exceed $200,000,000 immediately after giving effect theretoto such Acquisition or Investment, no Event $100,000,000 so long as 150,000,000; and (B) if the Outstanding Amount of Default shall exist Revolving Credit Loans is equal to $0 immediately after giving effect to such Acquisition or have occurred; providedInvestment, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any time.300,000,000;

Investments; Acquisitions. Without the written approval The Corporation shall not, and shall not permit any of the BanksCorporation's Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make or own any loan Investment in any Person, including any Joint Venture, or advance to acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock or other ownership interest of any Person, or any division or line of business of any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: except: (a) Permitted Investments; the Corporation and the Corporation's Subsidiaries may make and own Investments in Cash Equivalents; (b) investments made the Corporation and its Subsidiaries may make Investments in accordance with Section 9.10 hereof; the Corporation or any other Subsidiary or any other Person if, as a result of such Investment, such Person becomes a Subsidiary of the Corporation; (c) the formation Corporation and its Subsidiaries may make intercompany loans to one another; (but not by way of acquisitiond) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney Corporation and each other agreement, document or instrument reasonably requested by Agent Subsidiary may acquire and own In vestments received in connection with the foregoing bankruptcy or reorganization of suppliers and customers and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a)settlement of delinquent obligations of, (b)and other disputes with, (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) customers and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding suppliers arising in the ordinary course of business for reasonable and necessary work-related, moving, entertainment consistent with past practices; (e) the Corporation and each Subsidiary may make deposits in the ordinary course of business consistent with past practices to secure the performance of leases; (f) the Corporation may (x) purchase Capital Stock to the extent permitted under paragraph (m)(i)(a) and (y) acquire and hold obligations of one or more officers or other ordinary business expenses to be incurred by such employee(s) employees of the Corporation or any of its Subsidiaries in connection with their employment, provided, that, as such officers' or employees' acquisition of shares of common stock of the date Corporation, so long as no cash is paid by the Corporation or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations and such obligations are recourse obligations of such loan officers or guarantee other employees; (g) the Corporation may make loans and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect advances to the Permitted Investments (1) all certificates of deposit, bankers acceptances employees and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws officers of the United States Corporation and its Subsidiaries in the ordinary course of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of business not less than to exceed $500,000,000, except that amounts up to 1,000,000 in the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; at any one time outstanding; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3h) the aggregate Corporation and its Subsidiaries may hold Investments which consist of trade accounts receivable of the Corporation or such Subsidiary created in the ordinary course of business; (i) the Corporation and its Subsidiaries may make Investments represented by Hedge Agreements made in the ordinary course of business and not for speculative purposes; and (j) the Corporation and its Subsidiaries may make Investments in Joint Ventures and Unrestricted Subsidiaries; provided that the amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted all such Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall does not exceed $10,000,000 at any timein the aggregate for all such Investments since the First Issue Date.

Investments; Acquisitions. Without The Parent Guarantor, the written approval of the BanksBorrower, except as provided in Sections 9.05 and 9.10 hereof, their respective Subsidiaries Indebtedness shall not make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, Investments or acquire any interest inProperties, other than (collectively, “Permitted Investments”): (i) Permitted Capital Expenditures, ; (ii) Investments in Loan Parties, ; (iii) Investments in Subsidiaries which are not Loan Parties to the extent required in order to fund operating deficits of such Subsidiaries (including any Person debt service or guarantees of any Indebtedness of such Subsidiaries existing on the Amendment No. 8 Effective Date) and are not otherwise prohibited under this Agreement,; (iv) Investments by Subsidiaries which are not Loan Parties in other Subsidiaries which are not Loan Parties, ; (v) Investments in Unconsolidated Affiliates that are required to be made pursuant to such entities’ organizational documents and are not otherwise prohibited under this Agreement,; (vi) Investments constituting the Acquisition of any Eligible Property acquired in an amount exchange or swap of real property assets in excess a transaction covered by Section 1031 of the Internal Revenue Code so long as (x) the Subsidiary acquiring such Eligible Property becomes a Subsidiary Guarantor, and (y) such Investments do not, in the aggregate during the Restriction Period, exceed $5,000,000 75,000,000, ; (vii) Acquisitions of Eligible Properties which are added as Borrowing Base Properties (and the Subsidiary that owns or ground leases such Properties are added as Subsidiary Guarantors) or Investments in Borrowing Base Properties or Subsidiary Guarantors or Non-Loan Party BB Subsidiaries that own or ground lease such Borrowing Base Properties to the extent the consideration therefor (x) is funded with Exempt Equity Proceeds or (yCapital Event Proceeds, (y) is funded from Net Proceeds for purposes of acquisitions shall include exercising the amount reinvestment rights set forth in Section 2.8(b)(iv)(C)(ii) or (z) is Equity Interests of the Parent Guarantor or the Borrower (in each case, together with any Debt assumedadditional consideration in respect of such Investment or Acquisition that is funded with amounts permitted under Section 10.12(b)(x)), except ; (viii) [intentionally omitted]Investments in (x) any Excluded FelCor Subsidiary in connection with the following: (a) Permitted Investments; (b) investments made repayment in full of the Existing Unsecured FelCor Bonds in accordance with Section 9.10 hereof; 10.12(e) with the proceeds of Permitted FelCor Parent Refinancing Indebtedness or an Equity Issuance and (cy) any Subsidiary obligated in respect of the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent 2022 CMBS Secured Indebtedness in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead any repayment of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation 2022 CMBS Secured Indebtedness pursuant to the terms Borrower's common stock purchase plan Section 2.06(b)(iv) or with Exempt Capital Event Proceeds; (ix) additional Investments in Unconsolidated Affiliates and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees which are not Loan Parties in an aggregate amount not to exceed $200,000 25,000,000 during the Restriction Period, ; (x) additional Acquisitions and Investments in an aggregate amount during the Restriction Period not to exceed: (A) (x) if the Outstanding Amount of Revolving Credit Loans (as each is defined in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(sRevolving Credit Agreement) in connection with their employment, provided, that, as of the date of such loan or guarantee and is greater than $0 but does not exceed $200,000,000 immediately after giving effect theretoto such Acquisition or Investment, no Event $100,000,000 so long as 150,000,000; and (B) if the Outstanding Amount of Default shall exist Revolving Credit Loans is equal to $0 immediately after giving effect to such Acquisition or have occurred; providedInvestment, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any time.300,000,000;

Investments; Acquisitions. Without the written approval The Company shall not, and shall not permit any of the BanksCompany's Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make or own any loan Investment in any Person, including any Joint Venture, or advance to acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock or other ownership interest of any Person, or any division or line of business of any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 except: (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (ci) the formation Company and the Company's Subsidiaries may make and own Investments in Cash Equivalents; (but not by way ii) the Company and its Subsidiaries may make Investments in the Company or any other Subsidiary or any other Person if, as a result of acquisitionsuch Investment, such Person becomes a Subsidiary of the Company; (iii) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Company and the Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended Guarantors may make intercompany loans to the extent necessary to include such Subsidiary, permitted under Section 7.1(iii); (iv) the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney Company and each other agreement, document or instrument reasonably requested by Agent Subsidiary may acquire and own Investments received in connection with the foregoing bankruptcy or reorganization of suppliers and customers and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a)settlement of delinquent obligations of, (b)and other disputes with, (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) customers and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding suppliers arising in the ordinary course of business for reasonable and necessary work-related, moving, entertainment consistent with past practices; (v) the Company and each Subsidiary may make deposits in the ordinary course of business consistent with past practices to secure the performance of leases; (vi) the Company may (x) purchase Capital Stock to the extent permitted under Section 7.5(iii)(b) and (y) acquire and hold obligations of one or more officers or other ordinary business expenses to be incurred by such employee(s) employees of the Company or any of its Subsidiaries in connection with their employment, provided, that, as such officers' or employees' acquisition of shares of common stock of the date Company, so long as no cash is paid by the Company or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations and such obligations are recourse obligations of such loan officers or guarantee other employees; (vii) the Company may make loans and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect advances to the Permitted Investments (1) all certificates of deposit, bankers acceptances employees and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws officers of the United States Company and its Subsidiaries in the ordinary course of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of business not less than to exceed $500,000,000, except that amounts up to 1,000,000 in the aggregate at any one time outstanding; (viii) the Company and its Subsidiaries may hold Investments which consist of $5,000,000 is permitted with banks with Bank Equity trade accounts receivable of less than $500,000,000 but greater than $50,000,000the Company or such Subsidiary created in the ordinary course of business; (ix) the Company and its Subsidiaries may make Investments represented by Hedge Agreement made in the ordinary course of business; (2) all money market funds shall comply provided that such Hedge Agreements or otherwise entered into in compliance with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act terms of 1940 and have portfolio assets of at least $5,000,000,000this Agreement; and (3x) the aggregate Company and its Subsidiaries may make Investments in Joint Ventures and Unrestricted Subsidiaries; provided that the amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted all such Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall does not exceed $10,000,000 at any timein the aggregate for all such Investments since the First Closing Date.

Investments; Acquisitions. Without the written approval of the Banks, except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; Neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except as permitted by Section 6.05 and except the following Investments (bprovided such Investments do not violate Section 6.06(b)): (i) investments absent the existence of a Default, Investments made in accordance with the Borrower's or Subsidiary's Approved Investment Policy and otherwise in accordance with the terms set forth herein; (ii) Investments in Subsidiaries other than members of the GPS Group; (iii) Absent the existence of a Default, Investments (other than (i) equity contributed before October 1, 1997, and (ii) Guarantees) in GPS by the Borrower and the Subsidiaries not exceeding in the aggregate (A) $65,000,000 minus (B) all outstanding Indebtedness as permitted by Section 9.10 hereof; ----- 6.07(b); (civ) Guarantees (A) by the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks GPS or Comerica in existence as of August 31, 1997, of obligations in amounts not greater than the amounts guaranteed thereunder as of August 31, 1997, (B) by the Borrower for certain obligations of Technology Sales and such Leasing Co., Inc., or any other Subsidiary shall deliver to Agent (other than a Security Agreement and, to Subsidiary that is a member of the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent GPS Group) in connection with the foregoing Equipment Lease Agreements, but solely to the extent that such Guarantees and the Debt Guaranteed pursuant thereto are not prohibited by any other terms of this Agreement, (C) by the Borrower for the benefit of GPS in connection therewith favor of Electronic Data Systems Corporation in accordance with the terms of that certain Guarantee dated as of December 30, 1996 and for a guaranteed obligation which matures on or before June 30, 1999 and is for a guaranteed amount not greater than $6,000,000, (D) by the Borrower and its Subsidiaries of obligations of other Subsidiaries of the Borrower (other than Subsidiaries that are members of the GPS Group) of Debt that is not of the types described in clauses (i) through (iv) of the definition of the term "Debt", provided that the obligations that are being Guaranteed are not prohibited by the terms of this Agreement, (E) by GPS of obligations of other members of the GPS Group, and (F) by the Borrower and the Subsidiary Guarantors in respect of the Obligations hereunder; provided that (1) with respect to clauses (A) -------- and (C), the Borrower shall be obligated to obtain a release of such Subsidiary shall satisfy Guarantees without any further liability thereunder upon the conditions precedent set forth Borrower and its Subsidiaries ceasing to be the Majority in Sections 6.01(aInterest members of GPS, and (2) with respect to the preceding clauses (B), (bD), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (rE) to no Default or Event of Default is in existence before or upon or after giving effect thereto; (v) an Investment by the same extent as if such Subsidiary were an original party to this Agreement; Borrower and its Subsidiaries in Comerica not exceeding in the aggregate (dA) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and $18,000,000 minus (eB) loans or advances to any employees made ----- under Section 6.05 (vi), (vi) capital contributions of Borrower or a Restricted Subsidiary or guaranties assets as permitted by Section 6.09(a), and (vii) Investments made by Borrower and the Restricted in Subsidiaries of indebtedness GPS by GPS or obligations by other Subsidiaries of GPS. (b) Without the prior written consent of the Required Lenders, the Borrower will not, nor will it permit any of their employees its Subsidiaries to, acquire, whether directly or through the purchase of stock, convertible notes or otherwise, any assets other than the acquisition of the loans, advances and investments permitted by Section 6.05 or 6.06(a), the assets of one of its Subsidiaries, or of fixed assets (which fixed assets do not constitute all or substantially all of the assets of the Person from whom such assets are acquired) unless (x) such acquisition is of a business which is similar (as to exceed $200,000 in product sold or service rendered) to the aggregate during Borrower's or any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-relatedrelevant Subsidiary's, moving, entertainment and other ordinary business expenses (y) such acquisition is to be incurred by such employee(s) in connection made upon a negotiated basis with their employment, provided, that, as the approval of the date board of directors of the Person to be acquired, or of the percentage of ownership interests required by the charter documents of such loan or guarantee Person to approve any such acquisition, and after giving effect thereto, (z) no Event of Default shall exist be in existence or have occurred; provided, further, with respect to the Permitted Investments be caused thereby (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up been specifically waived in writing pursuant to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any timeSection 9.06).

Investments; Acquisitions. Without the written approval of the Banks, except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted On and after the Effective Date, neither the Company nor any Subsidiary will make, acquire or hold any Investment in any Person other than: (i) Investments in an Obligor; (ii) Temporary Cash Investments; ; (biii) investments made in accordance with Section 9.10 hereof; (c) Investments by the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower Company or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding its Subsidiaries constituting "vendor financing" under contracts entered into in the ordinary course of business for reasonable business; (iv) Investments by Magellan and necessary work-relatedits Subsidiaries in Magellan and its Subsidiaries; (v) Investments by MDA and its Subsidiaries permitted by the terms of the MDA Financing; (vi) Any payments made (x) by OCC pursuant to the ORBCOMM Global Guaranty or (y) by the Company pursuant to the Magellan Guaranty; (vii) Acquisition of (but not exercise of, movingunless such exercise concurrently would generate Net Cash Proceeds) the option on shares of [CODE2] contemplated by the summary of terms of the transaction described on Schedule 5.13 heretofore furnished to the Banks; and (viii) Investments not permitted by clauses (i) - (vii) which (x) were made prior to the Effective Date (or, entertainment in the case of Items 6 and other ordinary business expenses 7 in Schedule 5.07, committed to be incurred made prior to the Effective Date), (y) were permitted under the Existing Agreement immediately prior to the Effective Date and (z) are set forth on Schedule 5.07 (but not any additional such Investments). (b) The Company will not, and will not permit any Subsidiary (other than MDA and its Subsidiaries) to, consummate any acquisition of any other Person or a line of business, division or other business unit of any other Person (whether by such employee(spurchase of stock or assets, by merger, consolidation or otherwise) in connection with their employment, provided, that, as without the prior written consent of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any timeRequired Banks.

Investments; Acquisitions. (a) Neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except as permitted by Section 6.5 and except the following Investments (provided such Investments do not violate Section 6.6(b)): (i) absent the existence of a Default or Event of Default, Restricted Investments; (ii) Investments in Subsidiaries (including, without limitation, any Person becoming a Subsidiary as a result of such Investment pursuant to an Acquisition otherwise permitted pursuant to Section 6.6(b)) other than members of the GPS Group; (iii) Guarantees (A) by the Borrower and NDC for the benefit of GPS and Comerica in existence as of August 31, 1997, of obligations in amounts not greater than the amounts guaranteed thereunder as of August 31, 1997, (B) by the Borrower and NDC for certain obligations of Technology Sales and Leasing Co., Inc., and any other Subsidiary (other than a Subsidiary that is a member of the GPS Group) in connection with the Equipment Lease Agreements, but solely to the extent that such Guarantees and the Debt Guaranteed pursuant thereto are not prohibited by any other terms of this Agreement, (C) by the Borrower and its Subsidiaries of obligations of other Subsidiaries of the Borrower (other than Subsidiaries that are members of the GPS Group) of Debt that is not of the types described in clauses (i) through (iv) of the definition of the term "Debt", provided that the obligations that are being Guaranteed are not prohibited by the terms of this Agreement, (D) by GPS of obligations of other members of the GPS Group, and (E) by the Borrower and the Subsidiary Guarantors in respect of the Obligations hereunder; provided that (1) with respect to clause (A), the Borrower shall -------- be obligated to obtain a release of such Guarantees without any further liability thereunder upon the Borrower and its Subsidiaries ceasing to be the Majority in Interest members of GPS, and (2) with respect to the preceding clauses (B), (C), and (D), no Default or Event of Default is in existence before or upon or after giving effect thereto; (iv) an Investment in Comerica not exceeding an aggregate amount outstanding of (A) $18,000,000 minus (B) outstanding loans or advances made under Section 6.5 (vi); (v) capital contributions of assets as permitted by Section 6.9(a); (vi) Investments made in Subsidiaries of GPS by GPS or by other Subsidiaries of GPS; (vii) Investments made pursuant to an Acquisition otherwise permitted pursuant to Section 6.6(b); (viii) Investments in any members of the GPS Group made as a portion of the Permitted GPS Investment; (ix) Investments in existence on the Closing Date and described on Schedule 6.6; and ------------ (x) Other Investments not described in the preceding clauses (i) through (viii) made in an aggregate amount not to exceed (x) for the period from the Closing Date through the end of the Borrower's 2001 Fiscal Year, $10,000,000, and (y) for each subsequent Fiscal Year, the sum of (A) $10,000,000, and (B) the amount, if any, by which $10,000,000 exceeds the actual aggregate Investments made by the Borrower and its Subsidiaries pursuant to this clause (vii) in the immediately preceding Fiscal Year (or, where such preceding Fiscal Year is the 2001 Fiscal Year, the period from the Closing Date through the end of such 2001 Fiscal Year). (b) Without the prior written approval consent of the BanksRequired Lenders, except as provided in Sections 9.05 and 9.10 hereofthe Borrower will not, make nor will it permit any loan of its Subsidiaries to, acquire, whether directly or advance to any Person through the purchase of stock, convertible notes or purchase otherwise, effect an Acquisition, or otherwise acquire any capital stockassets other than the loans, assetsadvances and investments permitted by Section 6.5 or 6.6(a), obligations or other securities of, make any capital contribution tothe assets of one of its Subsidiaries, or otherwise invest inof fixed assets (which fixed assets do not constitute all or substantially all of the assets of the Person from whom such assets are acquired), unless in each case (i) such acquisition is of a business which is similar (as to product sold or service rendered) to the Borrower's or any relevant Subsidiary's, (ii) such acquisition is to be made upon a negotiated basis with the approval of the board of directors of the Person to be acquired, or acquire of the percentage of ownership interests required by the charter documents of such Person to approve any interest insuch acquisition, any Person in an amount in excess (iii) on a pro forma basis for the most recent four Fiscal Quarters of $5,000,000 the Borrower after giving effect to such acquisition as of the first day of such period, the Leverage Ratio is less than 2.00 to 1.00 (which for purposes of acquisitions shall include and, if requested by the amount of any Debt assumed)Administrative Agent, except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) Borrower has provided to the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Administrative Agent a joinder certificate to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection effect with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(asupporting calculations), (b)iv) the total amount of cash consideration paid, and Debt assumed or otherwise becoming part of Consolidated Total Debt (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead excluding Debt of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation NDPS arising pursuant to the terms Canadian Receivables Credit Facility), in such acquisition, together with the aggregate amount of such cash consideration and Debt in respect of all other acquisitions made during the then-current Fiscal Year (or, in the case of the Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; 2001 Fiscal Year, the period from the Closing Date through the end of such 2001 Fiscal Year) shall not exceed $50,000,000, and (ev) loans no Default or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment, provided, that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist be in existence or have occurred; provided, further, with respect to the Permitted Investments be caused thereby (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up been specifically waived in writing pursuant to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any timeSection 9.6).

Investments; Acquisitions. Without the written approval The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or permit to exist any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all of the Banksassets comprising a division or a line of business, except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to Capital Stock of any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 except: (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (hi) (except same shall be deemed to apply to such Subsidiary instead of Designers), (jA) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) Investments in cash or Cash Equivalents and (rB) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock other Investments by Xxxxxx Xxxxx made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business in accordance with Rule 15c3-3; (ii) Investments existing on the Closing Date in any Subsidiaries of the Borrower in existence as of the Closing Date and additional equity Investments made after the Closing Date (A) by a Subsidiary in another Subsidiary, (B) by a Subsidiary in the Borrower, (C) by the Borrower in Xxxxxx Xxxxx or EDJ Leasing and (D) by the Borrower in any other Subsidiaries in an amount not to exceed $35,000,000 in the aggregate for reasonable all such Subsidiaries; (iii) intercompany loans and necessary work-related, moving, entertainment advances to the extent permitted under Subsection 6.1(ii); (iv) other Investments existing on the Closing Date and described in Schedule 6.3; (v) Investments in the form of promissory notes and other ordinary business expenses to be incurred non-cash consideration received by such employee(s) the Borrower or any of its Subsidiaries in connection with their employmentany conveyances, providedsales, thatleases or sub-leases, as assignments, transfers and dispositions permitted by Subsection 6.7; (vi) transactions governed by Swap Contracts entered into in the ordinary course of business but not for speculative purposes; (vii) Securities purchased under agreements to resell (to the extent such transactions constitute Investments); (viii) the Borrower and its Subsidiaries may acquire, in a single transaction or series of related transactions (A) all or substantially all of the date assets or a majority of the outstanding Securities entitled to vote in an election of members of the Governing Body of a Person incorporated or organized in the United States or (B) any division, line of business or other business unit of a Person that is incorporated or organized in the United States (such Person or such division, line of business or other business unit of such loan Person being referred to herein as the “Target”), in each case that is a type of business (or guarantee assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to Subsection 6.10, so long as (1) no Event of Default or Potential Event of Default shall then exist or would exist after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply the Borrower delivers a Compliance Certificate demonstrating that, after giving effect to such acquisition and any financing thereof on a pro forma basis as if such acquisition had been completed on the first day of the four Fiscal Quarter period ending on the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Subsection 5.1(ii) (such last day, the “test date”), the Borrower and its Subsidiaries would have been in compliance with each of the criteria financial covenants set forth in Securities Subsection 6.6 and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) such acquisition shall not be a “hostile” acquisition and shall have been approved by the Governing Body and/or shareholders of the Borrower or such Subsidiary, as applicable, and Target; (ix) Investments in Securities, whether purchased and held for resale to customers, for such Person’s own investment purposes or to fund deferred compensation liabilities for employees, in each case, in the ordinary course of business and consistent with past practice; (x) Investments in margin loans to retail customers in the ordinary course of business and consistent with past practice; (xi) (A) Investments in Xxxxxx Xxxxx Mortgage, LLC and Passport Research Ltd. in existence on the Closing Date and (B) additional Investments in Joint Ventures (including Xxxxxx Xxxxx Mortgage, LLC and Passport Research Ltd.) from and after the Closing Date in an aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not at any time to exceed $20,000,000 25,000,000; (xii) Investments in Securities issued by Government Authorities with a maturity of up to ten (10) years and in an aggregate principal amount not to exceed the amount of any bond issue permitted under the terms hereof; (xiii) Investments by the Borrower constituting loans to the Borrower’s partners, the proceeds of which are used exclusively for the concurrent purchase of Partnership Capital; (xiv) Investments by the Borrower permitted pursuant to Subsection 6.5(a)(v); and (xv) other additional Investments not otherwise permitted pursuant to this Subsection 6.3 in an aggregate amount not to exceed $25,000,000 at any time; and (4) . For purposes of determining the aggregate amount of Permitted Investments any Investment outstanding for purposes of this Subsection 6.3, such amount shall be deemed to be the type referred amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to in exceed the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any timeoriginal amount invested).

Investments; Acquisitions. Without the written approval The Borrower shall not, and shall not permit any of the Bankstheir Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make any loan Investment in any Person, including any Joint Venture, or advance to acquire, by purchase or otherwise, all or substantially all the assets comprising a division, a facility or a line of business, or Capital Stock of any Person except: (i) Investments in cash, Cash Equivalents or purchase Short-term Investments permitted pursuant to certain investment policies of the Borrower adopted from time to time by the Borrower’s Governing Body or otherwise acquire any capital stockmanagement, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person as applicable; (ii) Investments existing on the Closing Date in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or any Subsidiary of the Restricted Subsidiaries; providedBorrower in existence as of the Closing Date and, thatsubject to subsection 7.7, additional equity Investments made after the Closing Date (A) by the Borrower in connection therewithany Subsidiary, unless Agent shall waive such requirements, each such (B) by a Subsidiary shall deliver to Agent a joinder to this Agreement, in another Subsidiary or (C) by any Subsidiary in the Intercreditor Agreement shall be amended Borrower; (iii) intercompany loans and advances to the extent necessary to include such Subsidiary, permitted under subsection 7.1(iii); (iv) Investments by the capital stock Borrower or any of its Subsidiaries in the form of Capital Expenditures; (v) Investments existing or anticipated on the Closing Date and described in Schedule 7.3; (vi) Investments by the Borrower or any Subsidiary thereof in the form of Permitted Acquisitions; (vii) Investments in the form of promissory notes and other equity interest non-cash consideration received by the Borrower or any of such its Subsidiaries in connection with any Transfers not prohibited by subsection 7.7; (viii) Investments held by the Borrower or any Subsidiary shall be pledged to Agent for of the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent Borrower in connection with the foregoing and satisfaction or enforcement of obligations or claims due or owing to the Borrower or any of its Subsidiaries or as security for any such obligations or claim; (ix) Investments (a) made in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), with financial assurance requirements of a Government Authority to secure Environmental Claims and/or (b)) for financial assurances of the performance of statutory or regulatory obligations with respect to environmental matters or asset retirement obligations; provided that, under clauses (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (pa) and (rb) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees aggregate amount shall not to exceed $200,000 in the aggregate during at any Fiscal Year time outstanding (A) $700,000,000 plus the aggregate amount of all interest, dividends received, capital gains (realized and unrealized), and other returns on such Investments and (B) $300,000,000 plus the aggregate amount of all interest, dividends received, capital gains (realized and unrealized), and other returns on such Investments and additional amounts required from time to time under agreements establishing, or requiring the establishment of, the trusts or escrows holding such Investments or, in the alternative, if required by the issuers of surety or performance bonds, Investments subject to Liens permitted by subsection 7.2A(j); (x) extended payment terms to customers of the Borrower or any of its Subsidiaries in the ordinary course of business; (xi) Investments consisting of acquisitions and asset swaps in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to that are described in Schedule 7.3; (xii) Investments that are part of any Florida Land Transaction or investments in any Florida Land Subsidiary; provided that the aggregate net book value of all Investments consummated after the Closing Date in reliance on this subsection 7.3(xii) shall not exceed $150,000,000 in the aggregate; provided further that Table of Contents the net book value of any such asset shall be incurred by such employee(s) in connection with their employment, provided, that, its net book value as of the date of such loan or guarantee the most recent available internal financial statements of the Borrower and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect its consolidated Subsidiaries prior to the Permitted Florida Land Transaction involving such asset or the making of such investment; (xiii) Investments (1that are part of any Brazil Transaction or investments in any Brazil Transaction Subsidiary; provided that the aggregate net book value of all Investments consummated in reliance on this subsection 7.3(xiii) all certificates after the Closing Date shall not exceed $250,000,000 in the aggregate; provided further that the net book value of deposit, bankers acceptances and money market funds any such asset shall be issued or offered by a domestic office of a commercial bank organized under the laws its net book value as of the United States date of America or any State thereof which has a combined capital the most recent available internal financial statements of the Borrower and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up its consolidated Subsidiaries prior to the aggregate Brazil Transaction involving such asset or the making of $5,000,000 is permitted with banks with Bank Equity such investment; (xiv) transactions governed by Swap Contracts entered into in the ordinary course of less than $500,000,000 business but greater than $50,000,000; not for speculative purposes; (2xv) all money market funds shall comply Investments in Joint Ventures in connection with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000MWSPC Project; (3) provided that the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds all new or incremental Investments in such Joint Ventures shall not exceed $20,000,000 at any time1,500,000,000; (xvi) Investments in other Joint Ventures; and (4) provided, that the aggregate amount of Permitted all new or incremental Investments in Joint Ventures pursuant to this clause (xvii) shall not at any time exceed $400,000,000; (xvii) Investments in the Xxxxx Xxxx Project at no time exceeding $200,000,000 in the aggregate; and (xviii) other additional Investments not otherwise permitted pursuant to this subsection 7.3 in an aggregate amount not to exceed at any time 10% of Consolidated Total Assets as shown in the most recent consolidated balance sheet of the type referred Borrower and its subsidiaries furnished pursuant to subsection 6.1(ii) or (iii). For purposes of determining the amount of any Investment outstanding for purposes of this subsection 7.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the preceding clause sale, collection or return of capital (3) with respect not to any individual issuer shall not exceed $10,000,000 at any timethe original amount invested).

Investments; Acquisitions. Without the written approval No Credit Party shall, nor shall it permit any of the Banksits Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (a) Investments in Cash and Cash Equivalents; provided, that to the extent that any assets that were Cash Equivalents when such Investment was made shall cease to be Cash Equivalents as defined herein, the applicable Credit Party shall have 30 days thereafter to liquidate such assets for Cash or Cash Equivalents; (b) Investments (i) in the Borrower or any Subsidiary Guarantor, (ii) by any Subsidiary that is not a Credit Party in any other Subsidiary that is also not a Credit Party, (iii) by the Borrower or any Subsidiary in any Subsidiary that is not a Guarantor; provided that, in the case of clause (iii) above, (x) any Investment in the form of a loan or advance shall be evidenced by an Intercompany Note and, if owed to a Credit Party, shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement and (y) the aggregate outstanding amount of such Investments in Subsidiaries that are not Guarantors (excluding any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in such Investment described on Schedule 6.6) shall not exceed an amount in excess of equal to (A) $5,000,000 25,000,000 (which for purposes of acquisitions provided, that such Dollar limitation shall include be increased to $50,000,000 if the Senior Secured Leverage Ratio is less than 2.00:1.00 immediately before and immediately after giving effect to such Investment on a pro forma basis) minus (B) the aggregate outstanding amount of Investments by Credit Parties in Foreign Acquisitions pursuant to Section 6.6(g) (other than Foreign Acquisitions directly financed or paid for with Qualified Equity Interests of Holdings or any Debt assumedParent or Permitted Equity Proceeds), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; ; (c) Investments made to consummate the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; Transactions; (d) investments Investments (i) in Borrower's common stock made any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers or in settlement of delinquent obligations of, or other disputes with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director account debtors or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment and (ii) deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and its Subsidiaries; (e) Consolidated Capital Expenditures with respect to Borrower and the Guarantors permitted by Section 6.7(c); (f) loans and advances to employees, officers, directors and consultants of Holdings and its Subsidiaries (i) for reasonable and necessary workcustomary business-relatedrelated travel, movingentertainment, entertainment relocation and other analogous ordinary business expenses to be incurred by such employee(spurposes, (ii) in connection with their employmentsuch Person’s purchase of Equity Interests of Holdings (or any Parent) (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) or (iii) advances of payroll payments to employees in the ordinary course of business, in an aggregate principal amount for all such loans and advances pursuant to this clause (f) not to exceed $2,500,000 in the aggregate at any one time outstanding; (g) Permitted Acquisitions; provided, thatthat the aggregate outstanding amount of Investments by Credit Parties with respect to Foreign Acquisitions (except to the extent directly financed or paid for with Qualified Equity Interests of Holdings or any Parent or Permitted Equity Proceeds) shall not exceed an amount equal to (i) $25,000,000 (provided, that such Dollar limitation shall be increased to $50,000,000 if the Senior Secured Leverage Ratio is less than 2.00:1.00 immediately before and immediately after giving effect to such Permitted Acquisition on a pro forma basis) minus (ii) the aggregate outstanding amount of Investments pursuant to 6.6(b)(iii); (h) Investments (i) described in Schedule 6.6 and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the date hereof by the Borrower or any Subsidiary in the Borrower or any other Subsidiary and any modification, exchange in kind, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.6; (i) Hedge Agreements which constitute Investments; (j) promissory notes and other non-Cash consideration received in connection with an Asset Sale permitted by Section 6.8; (k) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, other Investments (other than any acquisition by Holdings or any of its Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person) with Permitted Equity Proceeds or the issuance of Qualified Equity Interests by Holdings or any Parent not to exceed the amount thereof available immediately prior to the making of such Investment; (l) loans and advances by the Borrower to Holdings, or by Holdings to any Parent, solely to the extent constituting a Restricted Junior Payment which is permitted to be made pursuant to Section 6.4; (m) Investments in the ordinary course of business solely to the extent consisting of endorsements for collection or deposit pursuant to Article 3 of the UCC; (n) Investments of a Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower or merged or consolidated with a Subsidiary in accordance with Section 6.8 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such loan acquisition, merger or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments consolidation; (1o) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered unsecured guaranties by a domestic office of a commercial bank organized under the laws of the United States of America Holdings or any State thereof which has a combined capital and surplus and undivided profits of its Subsidiaries of leases ("Bank Equity"other than Capital Leases) or of other obligations that do not less than $500,000,000constitute Indebtedness, except that amounts up in each case entered into in the ordinary course of business; and (p) other Investments in an aggregate amount not to the aggregate of $5,000,000 is permitted exceed, together with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1Restricted Junior Payments made pursuant to Section 6.4(k), asset backed commercial paper rated less than A1/P1$30,000,000 during the term of this Agreement. Notwithstanding the foregoing, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not exceed $20,000,000 at any time; and (4) otherwise permitted under the aggregate amount terms of Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any timeSection 6.4.

Investments; Acquisitions. Without the written approval The Borrower shall not, and shall not permit any of the Bankstheir Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make any loan Investment in any Person, including any Joint Venture, or advance to acquire, by purchase or otherwise, all or substantially all the assets comprising a division, a facility or a line of business, or Capital Stock of any Person except: (i) Investments in cash, Cash Equivalents or purchase Short-term Investments permitted pursuant to certain investment policies of the Borrower adopted from time to time by the Borrower’s Governing Body or otherwise acquire any capital stockmanagement, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person as applicable; (ii) Investments existing on the Closing Date in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or any Subsidiary of the Restricted Subsidiaries; providedBorrower in existence as of the Closing Date and, thatsubject to subsection 7.7, additional equity Investments made after the Closing Date (A) by the Borrower in connection therewithany Subsidiary, unless Agent shall waive such requirements, each such (B) by a Subsidiary shall deliver to Agent a joinder to this Agreement, in another Subsidiary or (C) by any Subsidiary in the Intercreditor Agreement shall be amended Borrower; (iii) intercompany loans and advances to the extent necessary to include such Subsidiary, permitted under subsection 7.1(iii); (iv) Investments by the capital stock Borrower or any of its Subsidiaries in the form of Capital Expenditures; (v) Investments existing or anticipated on the Closing Date and described in Schedule 7.3; (vi) Investments by the Borrower or any Subsidiary thereof in the form of Permitted Acquisitions; (vii) Investments in the form of promissory notes and other equity interest non-cash consideration received by the Borrower or any of such its Subsidiaries in connection with any Transfers not prohibited by subsection 7.7; (viii) Investments held by the Borrower or any Subsidiary shall be pledged to Agent for of the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent Borrower in connection with the foregoing and satisfaction or enforcement of obligations or claims due or owing to the Borrower or any of its Subsidiaries or as security for any such obligations or claim; (ix) Investments (a) made in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), with financial assurance requirements of a Government Authority to secure Environmental Claims and/or (b)) for financial assurances of the CHAR1\1732468v1CHAR1\1735441v5 performance of statutory or regulatory obligations with respect to environmental matters or asset retirement obligations; provided that, under clauses (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (pa) and (rb) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees aggregate amount shall not to exceed $200,000 in the aggregate during at any Fiscal Year time outstanding (A) $700,000,000 plus the aggregate amount of all interest, dividends received, capital gains (realized and unrealized), and other returns on such Investments and (B) $300,000,000 plus the aggregate amount of all interest, dividends received, capital gains (realized and unrealized), and other returns on such Investments and additional amounts required from time to time under agreements establishing, or requiring the establishment of, the trusts or escrows holding such Investments or, in the alternative, if required by the issuers of surety or performance bonds, Investments subject to Liens permitted by subsection 7.2A(j); (x) extended payment terms to customers of the Borrower or any of its Subsidiaries in the ordinary course of business; (xi) Investments consisting of acquisitions and asset swaps in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to that are described in Schedule 7.3; (xii) Investments that are part of any Florida Land Transaction or investments in any Florida Land Subsidiary; provided that the aggregate net book value of all Investments consummated after the Closing Date in reliance on this subsection 7.3(xii) shall not exceed $150,000,000 in the aggregate; provided further that the net book value of any such asset shall be incurred by such employee(s) in connection with their employment, provided, that, its net book value as of the date of such loan or guarantee the most recent available internal financial statements of the Borrower and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect its consolidated Subsidiaries prior to the Permitted Florida Land Transaction involving such asset or the making of such investment; (xiii) Investments (1that are part of any Brazil Transaction or investments in any Brazil Transaction Subsidiary; provided that the aggregate net book value of all Investments consummated in reliance on this subsection 7.3(xiii) all certificates after the Closing Date shall not exceed $250,000,000 in the aggregate; provided further that the net book value of deposit, bankers acceptances and money market funds any such asset shall be issued or offered by a domestic office of a commercial bank organized under the laws its net book value as of the United States date of America or any State thereof which has a combined capital the most recent available internal financial statements of the Borrower and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up its consolidated Subsidiaries prior to the aggregate Brazil Transaction involving such asset or the making of $5,000,000 is permitted with banks with Bank Equity such investment; (xiv) transactions governed by Swap Contracts entered into in the ordinary course of less than $500,000,000 business but greater than $50,000,000; not for speculative purposes; (2xv) all money market funds shall comply Investments in Joint Ventures in connection with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000MWSPC Project; (3) provided that the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds all new or incremental Investments in such Joint Ventures shall not exceed $20,000,000 at any time1,500,000,000; (xvi) Investments in other Joint Ventures; and (4) provided, that the aggregate amount of Permitted all new or incremental Investments in Joint Ventures pursuant to this clause (xviixvi) shall not at any time exceed $400,000,000; (xvii) Investments in the Xxxxx Xxxx Project at no time exceeding $200,000,000 in the aggregate; and (xviii) other additional Investments not otherwise permitted pursuant to this subsection 7.3 in an aggregate amount not to exceed at any time 10% of Consolidated Total Assets as shown in the most recent consolidated balance sheet of the type referred Borrower and its subsidiaries furnished pursuant to subsection 6.1(ii) or (iii). CHAR1\1732468v1CHAR1\1735441v5 For purposes of determining the amount of any Investment outstanding for purposes of this subsection 7.3, such amount shall be deemed to be the amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the preceding clause sale, collection or return of capital (3) with respect not to any individual issuer shall not exceed $10,000,000 at any timethe original amount invested).

Investments; Acquisitions. Without Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the written approval business, property or fixed assets of, or Capital Stock or other ownership interest of any Person, or any division or line of business of any Person except: (i) Company and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Holdings and its Subsidiaries may continue to own the Investments owned by them as of the Banks, except as provided Closing Date in Sections 9.05 and 9.10 hereof, make any loan or advance to any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Holdings and Holdings and its wholly-owned Domestic Subsidiaries may make and own additional equity Investments in their respective wholly-owned Domestic Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended ; (iii) Company and its Subsidiaries may make intercompany loans to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks permitted under subsections 7.1(iii) and such Subsidiary shall deliver to Agent a Security Agreement and, 7.1(x); (iv) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(viii) and 7.1(ix) and may make and own Investments in Foreign Subsidiaries provided that the aggregate amount of all such Subsidiary owns stock intercompany loans and Investments do not exceed at any time the amounts set forth in subsections 7.1(viii) and 7.1(ix); (v) Foreign Subsidiaries organized or formed under the laws of another Person, a Pledge Agreement, and, to one of the extent such Subsidiary owns Designated Countries may make and own other Investments in other Foreign Subsidiaries organized or formed under the laws of one of the Designated Countries; (vi) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (vii) Company and its Subsidiaries may receive and hold promissory notes and other non-Cash consideration received in any intellectual property, a Trademark Security Agreement Asset Sale permitted under subsection 7.7; (viii) Company and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent its Subsidiaries may acquire Securities in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), satisfaction or enforcement of (b), (c), (f), (hor as security for) (except same shall be deemed Indebtedness or claims due or owing to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director Company or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees its Subsidiaries; (ix) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $200,000 100,000; (x) Company and its Subsidiaries may acquire by purchase or otherwise all or substantially all of the business, property or fixed assets of, or Capital Stock of, any Person or any division or line of business of any Person (each a "PERMITTED ACQUISITION"); provided that either (a) (1) such Person, division or line of business is engaged in the aggregate during any Fiscal Year outstanding businesses engaged in by Company and its Subsidiaries on the ordinary course Closing Date or similar or related businesses, (2) Consolidated EBITDA of such Person, division or line of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) (calculated in connection accordance with their employment, provided, that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, definition thereof with respect to the Permitted Investments (1such Person, division or line of business) all certificates of deposit, bankers acceptances and money market funds shall be issued positive for the most recently completed twelve-month period and Company shall have delivered to Administrative Agent financial statements with respect to such Person, division or offered by a domestic office line of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital business with respect to such twelve-month period in form and surplus and undivided profits ("Bank Equity") of not less than $500,000,000substance reasonably satisfactory to Administrative Agent, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1all consideration payable by or on behalf of Company or any of its Subsidiaries in connection with any such proposed Permitted Acquisition in Cash, asset backed commercial paper rated less than A1/P1property, medium term services, notes, variable rate demand notesbonds, corporate bonds and municipal notes/bonds debentures or other debt instruments, together with the aggregate principal amount of all Indebtedness assumed or Contingent Obligations incurred by Company or any of its Subsidiaries in connection with such Permitted Acquisition, shall not exceed $20,000,000 at any time; 5,000,000 and (4) the aggregate amount of all such consideration payable by or on behalf of Company or any of its Subsidiaries in connection with all proposed Permitted Investments of the type referred to in the preceding clause (3) with respect to any individual issuer Acquisitions shall not exceed $10,000,000 in any Fiscal Year, and (4) Company shall have delivered a Compliance Certificate to Administrative Agent demonstrating that, after giving effect to such proposed Permitted Acquisition, Company shall be in compliance with the requirements of subsection 7.6, or (b) prior to such acquisition, Requisite Lenders have specifically consented in writing to the terms of such acquisition; (xi) Company and its Subsidiaries may acquire Securities in exchange for services rendered by Company and its Subsidiaries in an aggregate amount not to exceed at any timetime $2,500,000; (xii) Company may make loans to employees, former employees or their estates in connection with the exercise by such Persons of options to purchase shares of Holdings Common Stock in an aggregate amount not to exceed at any time $2,500,000; and (xiii) Company and its Subsidiaries may make secured loans to employees, former employees or their estates in connection with the conversion of any Exchangeable Shares into Holdings Common Stock, in each case to the extent required under Section 4.11, 4.12 or 4.13 of the Exchange and Support Agreement; provided that any such loan (a) may not exceed the aggregate amount of current tax liability of the borrower in respect of such conversion, (b) may not be funded more than seven days prior to the due date of the associated tax liability and (c) must be made on the terms and conditions set forth in the Form of Secured Promissory Note attached as Schedule C to the Exchange and Support Agreement.

Investments; Acquisitions. Without the written approval Company shall not, and shall not permit any of the Banksits Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make or own any loan Investment in any Person, including any Joint Venture, or advance to any Person or acquire, by purchase or otherwise acquire any capital stockotherwise, assetsall or substantially all the business, obligations property or fixed assets of, or Capital Stock or other securities of, make ownership interest of any capital contribution toPerson, or otherwise invest in, any division or acquire any interest in, any Person in an amount in excess line of $5,000,000 (which for purposes of acquisitions shall include the amount business of any Debt assumed)Person, except the following: except: (ai) Permitted Investments; Company and its Subsidiaries (bother than Inactive Subsidiaries) investments made may make and own Investments in accordance with Section 9.10 hereof; Cash Equivalents; (cii) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Company and Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended Guarantors may make intercompany loans to the extent necessary to include such Subsidiary, the capital stock or permitted by subsection 7.1(iii); (iii) Company and its Subsidiaries (other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, than Inactive Subsidiaries) may make intercompany loans to the extent such permitted by subsection 7.1(iv); 95 (iv) Company and its Subsidiaries (other than Inactive Subsidiaries) may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Company and its Subsidiaries may continue to own the Investments owned by them and described on Schedule 7.3 of the Company Disclosure Letter; (vi) Company and Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Guarantors may make and own additional equity Investments in Subsidiary owns any intellectual property, a Trademark Security Agreement Guarantors; (vii) Company and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent its Subsidiaries may acquire Securities in connection with the foregoing satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Subsidiaries or as security for any such Indebtedness or claim; (viii) any Foreign Subsidiary may make and own Investments in any other Foreign Subsidiary; (ix) Company and its Subsidiaries may acquire assets (including Capital Stock and including Capital Stock of Subsidiaries formed in connection therewith with any such Subsidiary shall satisfy acquisition) of any Person in the conditions precedent set forth same or similar line of business as Company and having positive EBITDA for the most recently ended twelve-month period (calculated, as applicable, in Sections 6.01(aaccordance with the definition of "CONSOLIDATED EBITDA" herein, or such other definition of EBITDA as may be reasonably acceptable to Administrative Agent), (a) through the issuance of Capital Stock of Company, (b)) with Cash, provided that the aggregate Cash portion of the purchase price of all such acquisitions does not exceed (1) $25,000,000 in the aggregate or (2) $50,000,000 in the aggregate in the event that the ratio of all secured Indebtedness of Company and its Subsidiaries on a consolidated basis to Consolidated EBITDA as of the most recently ended Fiscal Quarter is less than 1.50 to 1.0, (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead with the proceeds of Designers), (j) except same shall be deemed to apply to such Subsidiary instead not more than $200,000,000 of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; Subordinated Indebtedness of Company or (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation planany combination of (a) through (c); and provided that (e1)(A) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment, provided, that, as of the date of such loan or guarantee and after giving effect theretoto such acquisition, at least $75,000,000 is available in Revolving Loan Commitments, (B) any such Subordinated Indebtedness is unsecured and has no mandatory payment of principal for at least one year after the maturity of the Tranche B Term Loans, and (C) the documentation for any such indebtedness contains subordination provisions that are standard in the market for publicly traded or privately held subordinated debt securities at the time of issuance thereof or such other subordination provisions as may be reasonably acceptable to Administrative Agent, and contains such other terms and conditions as are reasonably satisfactory to Administrative Agent, and (D) after giving effect to the incurrence of any such Subordinated Indebtedness, no Event of Default or Potential Event of Default shall exist have occurred or have occurredbe continuing and the pro forma Consolidated Leverage Ratio (after giving effect to such acquisition) is less than the then-permitted maximum Consolidated Leverage Ratio minus 0.25 or (2) Requisite Lenders consent thereto (each a "PERMITTED ACQUISITION"); (x) any Person who becomes a Subsidiary or who is merged or consolidated into a Subsidiary after the date hereof pursuant to a Permitted Acquisition may continue to own Investments owned by such Person on the date of such Permitted Acquisition; providedprovided that (a) such Investment was not incurred in connection with, furtheror anticipation or contemplation of, such Permitted Acquisition and (b) neither Company nor any of its Subsidiaries (other than such Person or the Subsidiary into which such Person is merged or consolidated) shall become liable with respect to the Permitted Investments such Investment; (1xi) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America Company or any State thereof which has a combined capital of its Subsidiaries (other than Inactive Subsidiaries) may make and surplus and undivided profits own Investments consisting of non-Cash consideration in the form of Capital Stock, notes or similar obligations in connection with an Asset Sale permitted by subsection 7.7; provided that ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3a) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds such non-Cash consideration received in connection with such Asset Sale shall not exceed 10% of the total consideration received in connection with such Asset Sale and (b) such non-Cash consideration is pledged pursuant to the Security Agreement; (xii) Company or any of its Subsidiaries may make and own additional Investments in Joint Ventures in an aggregate amount not to exceed $20,000,000 30,000,000 at any time; and (xiii) Company and its Subsidiaries (4other than Inactive Subsidiaries) the may make and own other Investments in an aggregate amount of Permitted Investments of the type referred not to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 25,000,000 at any time; provided that such amount shall be increased to $35,000,000 as of the last day of the first Fiscal Year ending on or after October 31, 2004 during which the Consolidated Leverage Ratio as of the last day of such Fiscal Year is less than 3.00:1.00.

Investments; Acquisitions. Without the written approval The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or permit to exist any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all of the Banksassets comprising a division or a line of business, except as provided in Sections 9.05 and 9.10 hereof, make any loan or advance to Capital Stock of any Person or purchase or otherwise acquire any capital stock, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 except: (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (hi) (except same shall be deemed to apply to such Subsidiary instead of Designers), (jA) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) Investments in cash or Cash Equivalents and (rB) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock other Investments by Xxxxxx Xxxxx made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business in accordance with Rule 15c3-3; (ii) Investments existing on the Closing Date in any Subsidiaries of the Borrower in existence as of the Closing Date and additional equity Investments made after the Closing Date (A) by a Subsidiary in another Subsidiary, (B) by a Subsidiary in the Borrower, (C) by the Borrower in Xxxxxx Xxxxx or EDJ Leasing and (D) by the Borrower in any other Subsidiaries in an amount not to exceed $35,000,000 in the aggregate for reasonable all such Subsidiaries; (iii) intercompany loans and necessary work-related, moving, entertainment advances to the extent permitted under subsection 6.1(ii); (iv) other Investments existing on the Closing Date and described in Schedule 6.3; (v) Investments in the form of promissory notes and other ordinary business expenses to be incurred non-cash consideration received by such employee(s) the Borrower or any of its Subsidiaries in connection with their employmentany conveyances, providedsales, thatleases or sub-leases, as assignments, transfers and dispositions permitted by subsection 6.7; (vi) transactions governed by Swap Contracts entered into in the ordinary course of business but not for speculative purposes; (vii) Securities purchased under agreements to resell (to the extent such transactions constitute Investments); (viii) the Borrower and its Subsidiaries may acquire, in a single transaction or series of related transactions (A) all or substantially all of the date assets or a majority of the outstanding Securities entitled to vote in an election of members of the Governing Body of a Person incorporated or organized in the United States or (B) any division, line of business or other business unit of a Person that is incorporated or organized in the United States (such Person or such division, line of business or other business unit of such loan Person being referred to herein as the “Target”), in each case that is a type of business (or guarantee assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to subsection 6.10, so long as (1) no Event of Default or Potential Event of Default shall then exist or would exist after giving effect thereto, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply the Borrower delivers a Compliance Certificate demonstrating that, after giving effect to such acquisition and any financing thereof on a pro forma basis as if such acquisition had been completed on the first day of the four Fiscal Quarter period ending on the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to subsection 5.1(ii) (such last day, the “test date”), the Borrower and its Subsidiaries would have been in compliance with each of the criteria financial covenants set forth in Securities subsection 6.6 and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3) such acquisition shall not be a “hostile” acquisition and shall have been approved by the Governing Body and/or shareholders of the Borrower or such Subsidiary, as applicable, and Target; (ix) Investments in Securities, whether purchased and held for resale to customers, for such Person’s own investment purposes or to fund deferred compensation liabilities for employees, in each case, in the ordinary course of business and consistent with past practice; (x) Investments in margin loans to retail customers in the ordinary course of business and consistent with past practice; (xi) (A) Investments in Xxxxxx Xxxxx Mortgage, LLC and Passport Research Ltd. in existence on the Closing Date and (B) additional Investments in Joint Ventures (including Xxxxxx Xxxxx Mortgage, LLC and Passport Research Ltd.) from and after the Closing Date in an aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not at any time to exceed $20,000,000 25,000,000; (xii) Investments in Securities issued by Government Authorities with a maturity of up to ten (10) years and in an aggregate principal amount not to exceed the amount of any bond issue permitted under the terms hereof; (xiii) Investments by the Borrower constituting loans to the Borrower’s partners, the proceeds of which are used exclusively for the concurrent purchase of Partnership Capital; (xiv) Investments by the Borrower permitted pursuant to subsection 6.5(a)(v); and (xv) other additional Investments not otherwise permitted pursuant to this subsection 6.3 in an aggregate amount not to exceed $25,000,000 at any time; and (4) . For purposes of determining the aggregate amount of Permitted Investments any Investment outstanding for purposes of this subsection 6.3, such amount shall be deemed to be the type referred amount of such Investment when made, purchased or acquired less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to in exceed the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any timeoriginal amount invested).

Investments; Acquisitions. (a) Neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except as permitted by Section 6.5 of the Syndicated Credit Agreement and except the following Investments (provided such Investments do not violate Section 5.3(b) hereof): (i) absent the existence of a Default or Event of Default, Restricted Investments; (ii) Investments in Subsidiaries (including, without limitation, any Person becoming a Subsidiary as a result of such Investment pursuant to an Acquisition otherwise permitted pursuant to Section 5.3(b) hereof) other than members of the GPS Group; provided, that on and as of the “Amendment No. 3 Prospective Effective Date” (as defined in Amendment No. 3), the words “other than members of the GPS Group” shall automatically be deleted. (iii) Guarantees (A) by the Borrower and NDC for the benefit of GPS and Comerica in existence as of August 31, 1997, of obligations in amounts not greater than the amounts guaranteed thereunder as of August 31, 1997, (B) by the Borrower and NDC for certain obligations of Technology Sales and Leasing Co., Inc., and any other Subsidiary (other than a Subsidiary that is a member of the GPS Group) in connection with the Equipment Lease Agreements, but solely to the extent that such Guarantees and the Debt Guaranteed pursuant thereto are not prohibited by any other terms of this Agreement, (C) by the Borrower and its Subsidiaries of obligations of other Subsidiaries of the Borrower (other than Subsidiaries that are members of the GPS Group) of Debt that is not of the types described in clauses (i) through (iv) of the definition of the term “Debt”, provided that the obligations that are being Guaranteed are not prohibited by the terms of this Agreement, (D) by GPS of obligations of other members of the GPS Group, and (E) by the Borrower and the Subsidiary Guarantors in respect of the Obligations hereunder; provided that (1) with respect to clause (A), the Borrower shall be obligated to obtain a release of such Guarantees without any further liability thereunder upon the Borrower and its Subsidiaries ceasing to be the Majority in Interest members of GPS, and (2) with respect to the preceding clauses (B), (C), and (D), no Default or Event of Default is in existence before or upon or after giving effect thereto; (iv) an Investment in Comerica not exceeding an aggregate amount outstanding of (A) $18,000,000 minus (B) outstanding loans or advances made under Section 6.5 (vi) of the Syndicated Credit Agreement; (v) capital contributions of assets as permitted by Section 6.9(a) of the Syndicated Credit Agreement; (vi) Investments made in Subsidiaries of GPS by GPS or by other Subsidiaries of GPS; (vii) Investments made pursuant to an Acquisition otherwise permitted pursuant to Section 5.3(b) hereof; provided, that on and as of the “Amendment No. 3 Prospective Effective Date” (as defined in Amendment No. 3), this clause shall read as follows: “Investments made pursuant to the GPS Buyout and any Acquisition otherwise permitted by Section 5.3(b) hereof”; (viii) Investments in any members of the GPS Group made as a portion of the Permitted GPS Investment; (ix) Investments in existence on the Closing Date and described on Schedule 6.6 attached to the Syndicated Credit Agreement; and (x) Other Investments not described in the preceding clauses (i) through (viii) made in an aggregate amount not to exceed (x) for the period from the Closing Date through the end of the Borrower’s 2001 Fiscal Year, $10,000,000, and (y) for each subsequent Fiscal Year, the sum of (A) $10,000,000, and (B) the amount, if any, by which $10,000,000 exceeds the actual aggregate Investments made by the Borrower and its Subsidiaries pursuant to this clause (x) in the immediately preceding Fiscal Year (or, where such preceding Fiscal Year is the 2001 Fiscal Year, the period from the Closing Date through the end of such 2001 Fiscal Year). (b) Without the prior written approval consent of the BanksLender, except as provided in Sections 9.05 and 9.10 hereofthe Borrower will not, make nor will it permit any loan of its Subsidiaries to, acquire, whether directly or advance to any Person through the purchase of stock, convertible notes or purchase otherwise, effect an Acquisition, or otherwise acquire any capital stockassets other than the loans, assetsadvances and investments permitted by Section 6.5 of the Syndicated Credit Agreement or Section 5.3(a) hereof, obligations or other securities of, make any capital contribution tothe assets of one of its Subsidiaries, or otherwise invest inof fixed assets (which fixed assets do not constitute all or substantially all of the assets of the Person from whom such assets are acquired), unless in each case (i) such acquisition is of a business which is similar (as to product sold or service rendered) to the Borrower’s or any relevant Subsidiary’s, (ii) such acquisition is to be made upon a negotiated basis with the approval of the board of directors of the Person to be acquired, or acquire of the percentage of ownership interests required by the charter documents of such Person to approve any interest insuch acquisition, any Person in an amount in excess (iii) for the Fiscal Year ending May 31, 2002, the Leverage Ratio on a pro forma basis for the most recent four Fiscal Quarters of $5,000,000 the Borrower (which for purposes after giving effect to such acquisition as of acquisitions shall include the first day of such period) is equal to or less than 1.75 to 1.00 (and, if requested by the Lender, the Borrower has provided to the Lender a certificate to such effect with supporting calculations) and the total amount of any Debt assumedcash consideration paid (excluding cash consideration paid to National Bank of Canada in the NBC Acquisition), except and Debt assumed or otherwise becoming part of Consolidated Total Debt (excluding Debt of NDPS arising pursuant to the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower Canadian Receivables Credit Facility or the Restricted Subsidiaries; CIBC/NDPS Acquisition Note), in such acquisition, together with the aggregate amount of such cash consideration and Debt in respect of all other acquisitions made during the then-current Fiscal Year shall not exceed $10,000,000, (iv) for the Fiscal Year ending May 31, 2003, the total amount of cash consideration paid (excluding cash consideration paid to National Bank of Canada in the NBC Acquisition), and Debt assumed or otherwise becoming part of Consolidated Total Debt (excluding Debt of NDPS arising pursuant to the Canadian Receivables Credit Facility or the CIBC/NDPS Acquisition Note), in such acquisition, together with the aggregate amount of such cash consideration and Debt in respect of all other acquisitions made during the then-current Fiscal Year, shall not exceed the following amounts based on the Leverage Ratio on a pro forma basis set forth below for the most recent four Fiscal Quarters of the Borrower after giving effect to such acquisition as of the first day of such period (and, if requested by the Lender, the Borrower shall provide to the Lender a certificate to such effect with supporting calculations): >1.50 and £1.75 $10,000,000 >1.25 and £1.50 $25,000,000 ³1.25 $40,000,000 provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreementany case, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest aggregate amount of such Subsidiary shall be pledged to Agent cash consideration and Debt in respect of all such acquisitions for the benefit of Banks and such Subsidiary Fiscal Year ending May 31, 2003 shall deliver to Agent a Security Agreement and, to the extent such Subsidiary owns stock of another Person, a Pledge Agreement, and, to the extent such Subsidiary owns any intellectual property, a Trademark Security Agreement and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plannot exceed $40,000,000; and (ev) loans no Default or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding in the ordinary course of business for reasonable and necessary work-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) in connection with their employment, provided, that, as of the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist be in existence or have occurred; provided, further, with respect to the Permitted Investments be caused thereby (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits not been specifically waived in writing pursuant to Section 8.5). If the Lender agrees ("Bank Equity"by waiver, amendment or otherwise) of not less than $500,000,000, except that to permit such transactions hereunder to exceed the amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under herein, the Investment Company Act Lender agrees that it will not require the payment of 1940 and have portfolio assets of at least $5,000,000,000; (3) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds shall not exceed $20,000,000 at any time; and (4) the aggregate amount of Permitted Investments of the type referred fee as a condition to in the preceding clause (3) with respect to any individual issuer shall not exceed $10,000,000 at any timesuch waiver or amendment.

Investments; Acquisitions. Without the written approval of the BanksBorrowers shall not, except as provided in Sections 9.05 and 9.10 hereofshall not permit their respective Subsidiaries to, directly or indirectly, make or own any loan Investment in any Person, including any Joint Venture, or advance to any Person or acquire, by purchase or otherwise acquire any capital stockotherwise, assetsall or substantially all the business, obligations property or other securities fixed assets of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: (a) Permitted Investments; (b) investments made in accordance with Section 9.10 hereof; (c) the formation (but not by way of acquisition) of additional wholly owned Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, in connection therewith, unless Agent shall waive such requirements, each such Subsidiary shall deliver to Agent a joinder to this Agreement, the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other ownership interest of any Person, or any division or line of business of any Person except: (i) Company and its Subsidiaries may make and own Investments in Domestic Cash Equivalents and in such investments as are permitted or imposed under the terms of any cash collateral or debt service reserve agreement (including pursuant to the terms of any Project bond indenture) permitted hereunder; (ii) Borrowers may make and own additional equity interest Investments in other Borrowers, so long as no such Investment shall be made by one Borrower in another Borrower if (a) the latter is subject to restrictions of the type described in subsection 7.2D more adverse than restrictions of such type that are applicable to the Borrower making such Investment, or (b) such Investment shall result in the obligee or beneficiary of any Indebtedness or Contingent Obligation (other than the Obligations) having greater recourse to assets for the payment or collection of such Indebtedness or Contingent Obligation than such obligee or beneficiary had immediately prior to such Investment; and Subsidiaries that are not Borrowers may make and own additional equity Investments in Borrowers other than Company, so long as no such Investment shall be made if (a) the applicable Subsidiary is subject to restrictions of the type described in subsection 7.2D more adverse than restrictions of such type that are applicable to the applicable Borrower, (b) such Investment shall result in the obligee or beneficiary of any Indebtedness or 100 Contingent Obligation (other than the Obligations) of such Subsidiary having greater recourse to assets for the payment or collection of such Indebtedness or Contingent Obligation than such obligee or beneficiary had immediately prior to such Investment, or (c) such Investment shall have any adverse effect on the Collateral for the Obligations; (iii) Company and its Subsidiaries may make intercompany loans to the extent permitted under subsections 7.1(iii) and 7.1(vii); (iv) Company and its Subsidiaries may make Consolidated Facilities Capital Expenditures permitted by subsection 7.6; (v) Company and its Subsidiaries may continue to own the Investments owned by them on the Closing Date and described in Schedule 7.3(v) annexed hereto; (vi) Company and its Subsidiaries may make Expansions which Company and its Subsidiaries are committed as of the Closing Date to make in those waste-to-energy Projects set forth in Schedule 7.3(vi) annexed hereto; provided that each such Investment (or commitment to make the same) made in connection with such Projects shall be pledged of a type described on such Schedule and shall be in an amount not exceeding the amount set forth on such Schedule; (vii) Company and its Subsidiaries may make Expansions (and may enter into contractual commitments to Agent for the benefit of Banks and make such Subsidiary shall deliver Investments) with respect to Agent a Security Agreement and, existing waste-to-energy Projects to the extent such Subsidiary owns stock Expansions are publicly financed, so long as (a) Company shall provide to Agents reasonable prior advance written notice of another Personeach such Investment and Expansion and copies of all material contracts or other agreements being entered into in connection with such Investment and Expansion, a Pledge (b) such Expansion is not otherwise prohibited under this Agreement, and(c) such Expansions are required by the existing client (if such client is a Government Authority) of the relevant Project and the amounts required therefor are advanced to Company and its Subsidiaries or paid directly by such client, and (d) such Investment (or such contractual commitment, as the case may be) shall not breach any other provision of this Agreement; provided, that after the occurrence and during the continuation of an Event of Default, neither Company nor any of its Subsidiaries shall enter into a contractual commitment for any such Investment; (viii) Company and its Subsidiaries may, after the Closing Date, make and own Investments in any other Subsidiary of Company (to the extent such Subsidiary owns any intellectual propertyin existence on the Closing Date) the proceeds of which are applied to working capital, a Trademark Security Agreement maintenance, operation, payroll and shares of stock, stock powers and powers of attorney and each other agreement, document or instrument reasonably requested by Agent in connection with the foregoing and in connection therewith such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a), (b), (c), (f), (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the Restricted Subsidiaries of indebtedness or obligations of any of their employees not to exceed $200,000 in the aggregate during any Fiscal Year outstanding liquidity requirements in the ordinary course of business of Subsidiaries other than Borrowers; provided, that no such Investment may be made at any time that Borrowers shall not be in compliance with subsection 7.6E; (ix) Company and its Subsidiaries may, after the Closing Date, make and own Investments in any other Subsidiary of Company (to the extent in existence on the Closing Date) the proceeds of which are applied to Development Expenses; provided that Development Expenses for reasonable all Projects of Company's Subsidiaries at any time after the Closing Date, net of any such Development Expenses that have theretofore been reimbursed after the 101 Closing Date by the client of the relevant Project, shall not exceed on any date of determination an amount equal to (a) $3,000,000 plus (b) the product of $3,000,000 multiplied by the number of Fiscal Years that have commenced following January 31, 2004 but prior to such date of determination; (x) Borrowers and necessary worktheir Subsidiaries may own Investments in the form of non-related, moving, entertainment and other ordinary business expenses to be incurred by such employee(s) cash consideration received in connection with their employment(a) Asset Sales permitted under subsection 7.7(iii) or 7.7(iv) or (b) settlements of disputes, providedto the extent such settlements occur in the ordinary course of business; (xi) Company and its Subsidiaries may make Investments after the Closing Date consisting of intercompany loans to the Bankrupt Subsidiaries, that, so long as of (a) the date proceeds of such loan or guarantee loans are applied to working capital, maintenance, operation, payroll and after giving effect theretoother liquidity requirements in the ordinary course of business of such Bankrupt Subsidiaries, no Event of Default shall exist or have occurred; provided, further, with respect to the Permitted Investments (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3b) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds and municipal notes/bonds such intercompany loans outstanding to the Bankrupt Subsidiaries at any time shall not exceed $20,000,000 at any time; 2,000,000, (c) such loans shall have, pursuant to an order of the Bankruptcy Court in form and substance satisfactory to Agents, no less favorable payment priority and lien priority than the payment priority and lien priority of such Bankrupt Subsidiaries' obligations under the DIP Credit Agreement immediately prior to the Closing Date, and shall be secured by substantially the same assets of such Bankrupt Subsidiary as such obligations under the DIP Credit Agreement immediately prior to the Closing Date, and (4d) such loans shall be evidenced by promissory notes that shall be pledged to secure the aggregate amount of Permitted Investments Obligations; (xii) Borrowers may make payments to the extent contractually obligated pursuant to the terms of the type referred Existing IPP International Project Guaranties; (xiii) Subject to in the preceding clause (3) Intercreditor Agreement, Borrowers may reimburse drawings made under letters of credit issued under the New L/C Facility Agreement that support obligations with respect to any individual issuer shall not exceed $10,000,000 at any timethe IPP International Business; and (xiv) CEA may make payments on account of Indebtedness of CPIH to the extent such payments are made solely from the proceeds of sales of Capital Stock of CPIH.

Investments; Acquisitions. Without the written approval The Company shall not, and shall not permit any of the Banksits Restricted Subsidiaries to, except as provided in Sections 9.05 and 9.10 hereofdirectly or indirectly, make any loan or advance to Investment in any Person or purchase or otherwise acquire Person, including any capital stockJoint Venture, assets, obligations or other securities of, make any capital contribution to, or otherwise invest in, or acquire any interest in, any Person in an amount in excess of $5,000,000 (which for purposes of acquisitions shall include the amount of any Debt assumed), except the following: except: (a) Permitted Investments; the Company and its Restricted Subsidiaries may make and own Investments in Cash and Cash Equivalents; (b) investments made (i) the Company and its wholly-owned Domestic Subsidiaries may make and own additional equity Investments in accordance their respective wholly-owned Domestic Subsidiaries (other than Unrestricted Subsidiaries) and in Domestic Subsidiaries (other than Unrestricted Subsidiaries) that become wholly-owned as a result of or in connection with Section 9.10 hereof; such Investments and (ii) Foreign Subsidiaries may make and own additional equity Investments in other Foreign Subsidiaries; (c) the formation Company and its Restricted Subsidiaries may make Investments in the form of intercompany Indebtedness permitted by Section 8.01(d); (but not d) the Company and its Restricted Subsidiaries may continue to own the Investments owned by way them and described in Schedule 8.03; (e) the Company and its Restricted Subsidiaries may make Permitted Acquisitions (including the acquisition of acquisition) the Capital Stock of additional wholly owned Restricted Subsidiaries of Borrower or the Restricted Subsidiaries; provided, that, formed in connection therewithwith any such Permitted Acquisition); provided that (i) no Default shall have occurred and be continuing at the time such acquisition occurs or after giving effect thereto, unless Agent (ii) the Company shall, and shall waive such requirementscause its Restricted Subsidiaries to, comply with the requirements of Sections 7.08 and 7.09 with respect to each such Subsidiary shall deliver Person acquired or Person formed to Agent a joinder to this Agreement, acquire the Intercreditor Agreement shall be amended to the extent necessary to include such Subsidiary, the capital stock or other equity interest assets of such Subsidiary shall be pledged to Agent for the benefit of Banks and such Subsidiary shall deliver to Agent a Security Agreement and, another Person to the extent such Subsidiary owns stock of another requirements are applicable to such Person, (iii) the Company shall be in Pro Forma Compliance after giving effect to such acquisition, and (iv) the Consolidated Net Leverage Ratio, calculated on a Pledge AgreementPro Forma Basis after giving effect to such acquisition, and, shall be at least 0.25 to 1.00 less than the extent such Subsidiary owns otherwise applicable maximum Consolidated Net Leverage Ratio permitted by Section 8.06(a); (f) the Company and its Restricted Subsidiaries may receive and hold promissory notes and other non-Cash consideration received in connection with any intellectual property, a Trademark Security Agreement Asset Sale permitted by Section 8.07; (g) the Company and shares of stock, stock powers and powers of attorney and each other agreement, document its Restricted Subsidiaries may acquire Securities or instrument reasonably requested by Agent Investments in connection with the foregoing and satisfaction or enforcement of Indebtedness or claims due or owing to the Company or any of its Restricted Subsidiaries, including Securities or Investments received in connection therewith with the bankruptcy, insolvency or reorganization of the Person obligated on such Subsidiary shall satisfy the conditions precedent set forth in Sections 6.01(a)Indebtedness or claim, (b), (c), (f), or as security for any such Indebtedness or claim; (h) (except same shall be deemed to apply to such Subsidiary instead of Designers), (j) except same shall be deemed to apply to such Subsidiary instead of Designers), (n), (o), (p) the Company and (r) to the same extent as if such Subsidiary were an original party to this Agreement; (d) investments in Borrower's common stock made with director and officer deferred compensation pursuant to the terms Borrower's common stock purchase plan and investments made with director or officer deferred compensation pursuant to Borrower's deferred compensation plan; and (e) loans or advances to any employees of Borrower or a Restricted Subsidiary or guaranties made by Borrower and the its Restricted Subsidiaries of indebtedness may make loans (financing equipment sold by the Company and its Restricted Subsidiaries) or obligations of any of their employees equipment leases to customers doing business with the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $200,000 40,000,000 at any time outstanding (with the principal amount of such leases to be deemed to be equal to the discounted present value, at a market rate of interest, of the remaining rental payments plus any residual value of the leased equipment as shown on the Company's financial statements); (i) the Company and its Restricted Subsidiaries may make loans to customers doing business with the Company and its Restricted Subsidiaries in settlement of accounts receivable owing to the Company or any of its Restricted Subsidiaries from such customer in an aggregate during principal amount not to exceed $15,000,000 at any Fiscal Year outstanding time outstanding; (j) the Company and its Restricted Subsidiaries may make other Investments at any time; provided that (i) no Default shall have occurred and be continuing at the time such Investment occurs or after giving effect thereto, (ii) the Company shall be in Pro Forma Compliance after giving effect to such Investment and (iii) the Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Investment, shall be at least 0.25 to 1.00 less than the otherwise applicable maximum Consolidated Net Leverage Ratio permitted by Section 8.06(a); (k) the Company and its Restricted Subsidiaries may make loans and advances to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business for reasonable or consistent with past practice; (l) to the extent constituting Investments, (i) Restricted Junior Payments permitted under Section 8.05, (ii) Equity Related Compensation Payments and necessary work-related, moving, entertainment (iii) Contingent Obligations permitted under Section 8.04; (m) the Company and other ordinary business expenses its Restricted Subsidiaries may make Investments to be incurred by the extent such employee(s) Investments are in connection with their employment, provided, that, as an amount not exceeding the cash proceeds of issuances of Capital Stock of the Company made within one year prior to the date of such loan or guarantee and after giving effect thereto, no Event of Default shall exist or have occurredInvestment; provided, further, with respect to the Permitted Investments and (1) all certificates of deposit, bankers acceptances and money market funds shall be issued or offered by a domestic office of a commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits ("Bank Equity") of not less than $500,000,000, except that amounts up to the aggregate of $5,000,000 is permitted with banks with Bank Equity of less than $500,000,000 but greater than $50,000,000; (2) all money market funds shall comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and have portfolio assets of at least $5,000,000,000; (3n) the aggregate amount of commercial paper rated less than A1/P1, asset backed commercial paper rated less than A1/P1, medium term notes, variable rate demand notes, corporate bonds Company and municipal notes/bonds shall not exceed $20,000,000 its Restricted Subsidiaries may make other Investments at any time; and (4) the time in an aggregate amount of Permitted Investments of the type referred amount, when aggregated with all Contingent Obligations incurred pursuant to in the preceding clause (3) with respect Section 8.04(f), not to any individual issuer shall not exceed $10,000,000 at any timetime outstanding.