FOR EARLY-STAGE FUNDS IN AN AGGREGATE
AMOUNT NOT TO EXCEED $150,000,000 AT ANY TIME OUTSTANDING;
(IV)
INVESTMENTS MADE SOLELY WITH THE NET PROCEEDS FROM THE ISSUANCE, AFTER THE
RESTATEMENT EFFECTIVE DATE, OF COMMON STOCK IN THE BORROWER;
(V)
INVESTMENTS MADE AS A RESULT OF THE RECEIPT OF NONCASH CONSIDERATION FROM A
SALE, TRANSFER, LEASE OR OTHER DISPOSITION OF ANY ASSET IN COMPLIANCE WITH
SECTION 6.04;
(VI)
INVESTMENTS IN THE FORM OF (A) THE SPECIFIED HEDGING AGREEMENTS;
(B) HEDGING AGREEMENTS ENTERED INTO TO (X) HEDGE OR MITIGATE RISKS TO WHICH THE
BORROWER OR ANY SUBSIDIARY HAS ACTUAL EXPOSURE (OTHER THAN IN RESPECT OF EQUITY
INTERESTS IN OR INDEBTEDNESS OF THE BORROWER OR ANY SUBSIDIARY) OR
(Y) EFFECTIVELY CAP, COLLAR OR EXCHANGE INTEREST RATES (FROM FIXED TO FLOATING
RATES, FROM ONE FLOATING RATE TO ANOTHER FLOATING RATE OR OTHERWISE) WITH
RESPECT TO ANY INTEREST-BEARING LIABILITY OR INVESTMENT OF THE BORROWER OR ANY
SUBSIDIARY; (C) ANY CALL/PUT SPREAD HEDGING AGREEMENT ENTERED INTO IN CONNECTION
WITH CONVERTIBLE INDEBTEDNESS OF THE BORROWER; AND (D) HEDGING AGREEMENTS
ENTERED INTO
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IN CONNECTION WITH THE GRANTING BY THE BORROWER OF LONG-TERM INCENTIVE AWARDS
UNDER ITS "MUTUAL FUND SHARE INVESTMENT PLAN", PROVIDED THAT SUCH HEDGING
AGREEMENTS ARE ENTERED INTO IN A MANNER CONSISTENT WITH PAST PRACTICES;
(VII)
COMPENSATION, TRAVEL, LODGING, BUSINESS EXPENSES, ATTORNEY'S EXPENSES
ARISING FROM INDEMNIFICATION AND LITIGATION OBLIGATIONS AND SIMILAR ADVANCES TO
DIRECTORS AND EMPLOYEES OF THE BORROWER OR ANY SUBSIDIARY TO COVER MATTERS THAT
ARE EXPECTED AT THE TIME OF SUCH ADVANCES TO BE TREATED AS EXPENSES FOR
ACCOUNTING PURPOSES AND THAT ARE MADE IN THE ORDINARY COURSE OF BUSINESS;
(VIII)
THE PURCHASE OR OTHER ACQUISITION BY THE BORROWER OR ANY SUBSIDIARY OF
EQUITY INTERESTS IN, OR ALL OR SUBSTANTIALLY ALL THE ASSETS OF, ANY PERSON;
PROVIDED THAT (I) WITH RESPECT TO EACH SUCH PURCHASE OR OTHER ACQUISITION, ALL
ACTIONS REQUIRED TO BE TAKEN TO SATISFY THE REQUIREMENTS SET FORTH IN THE TERM
"COLLATERAL AND GUARANTEE REQUIREMENT" SHALL HAVE BEEN TAKEN (OR ARRANGEMENTS
FOR THE TAKING OF SUCH ACTIONS SATISFACTORY TO THE AGENT SHALL HAVE BEEN MADE)
AND (II) THE AGGREGATE CONSIDERATION PAID THEREFOR, TOGETHER WITH THE AGGREGATE
CONSIDERATION PAID FOR ANY OTHER SUCH PURCHASE OR ACQUISITION CONSUMMATED AFTER
THE RESTATEMENT EFFECTIVE DATE IN RELIANCE ON THIS CLAUSE (VIII) (INCLUDING, IN
EACH CASE, INDEBTEDNESS ASSUMED IN CONNECTION THEREWITH) SHALL NOT EXCEED
$15,000,000;
(IX)
(A) PURCHASES OF EQUITY INTERESTS IN INTECH AND/OR PERKINS, IN EACH CASE
IN AMOUNTS AND AT PRICES REQUIRED PURSUANT TO (X) OPERATING AGREEMENTS OR
SIMILAR GOVERNING DOCUMENTS OF INTECH OR PERKINS, AS THE CASE MAY BE, IN EACH
CASE AS SUCH REQUIREMENTS ARE IN EFFECT ON THE RESTATEMENT EFFECTIVE DATE,
(Y) EMPLOYMENT AGREEMENTS WITH OFFICERS OF INTECH OR PERKINS, AS THE CASE MAY
BE, AND (Z) ANY SHARE LIQUIDITY OR WITHHOLDING PROGRAM FOR EMPLOYEES OR OFFICERS
OF INTECH OR PERKINS, AS THE CASE MAY BE, AND (B) AFTER OCTOBER 1, 2009, OTHER
PURCHASES OF EQUITY INTERESTS IN INTECH AND/OR PERKINS SO LONG AS, AFTER GIVING
EFFECT THERETO, (X) THE LEVERAGE RATIO,