Common use of Investments, Loans and Advances Clause in Contracts

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other personPerson, except: (a) (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Pledge Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary and exceptions referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingonly be permitted (x) pursuant to funding commitments in effect on, and disclosed to the Lender on or prior to, the Closing Date or (y) with the prior written consent of the Lender; (b) investments in cash and Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by to a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged unsecured, (ii) any such loans and advances made to any Loan Party shall be subordinated to the Collateral Agent for the ratable benefit of the Secured Parties Obligations pursuant to the Guarantee and Collateral an Affiliate Subordination Agreement and (iiiii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause paragraph (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;; and (e) the Borrower other loans, advances and the Subsidiaries may make loans and advances investments made in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and its Subsidiaries. Notwithstanding the foregoing, the Borrower and its Subsidiaries may enter into Hedging Agreements that shall not be permitted to make any material investment in illiquid, complex structured products for which no external market price, liquid market quotes or price based on common agreed modeling is available except (i) are required by Section 5.12 pursuant to Investment Commitments in effect on the Closing Date and entered into in the ordinary course of business or (ii) are not speculative in nature and are related to income derived from foreign operations with the prior written consent of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregateLender.

Investments, Loans and Advances. Purchase, hold (i) Purchase or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of indebtedness Indebtedness or other securities ofof any other person, (ii) make or permit to exist any loans or advances to, to or make or permit to exist any investment or any other interest in, Guarantees of the Indebtedness of any other person, (iii) purchase or otherwise acquire, in one transaction or a series of related transactions, (x) all or substantially all of the property and assets or business of another person or (y) assets constituting a business unit, line of business or division of such person, or (iv) acquire an Exclusive License (each of the foregoing, an “Investment”), except: (a) Investments to effect the Transactions; (b) (i) investments Investments (x) by Holdings, the Borrower and the Subsidiaries existing on the date hereof Parent or any Subsidiary in the Equity Interests of any Subsidiary as of the Borrower Closing Date and set forth on Part A of Schedule 6.04 and (y) by Parent or any Subsidiary consisting of intercompany loans from Parent or any Subsidiary to Parent or any Subsidiary as of the SubsidiariesClosing Date and set forth on Part B of Schedule 6.04; provided that, to the extent any such intercompany loan that is owing by a non-Guarantor to any Loan Party (iithe “Scheduled Loans”) (or any additional investments Investments made by Holdingsany Loan Party pursuant to this proviso) is repaid after the Closing Date or any Loan Party receives, after the Borrower and the Subsidiaries Closing Date, any dividend, distribution, interest payment, return of capital, repayment or other amount in respect of any scheduled Investment in the Equity Interests of the Borrower and the Subsidiaries and any non-Guarantor (iii) investments a “Return of Scheduled Equity”), then additional Investments may be made by any Loan Party in STR India Pvt. Ltd. any non-Guarantor in an aggregate amount not up to exceed $5,000,000 the amount actually received by any Loan Party after the Closing Date as payment in the aggregaterespect of such Investments; provided further that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) no event will the aggregate amount of investments additional Investments made by any Loan Party in non-Guarantors pursuant to this proviso exceed the sum of the original principal amount of the Scheduled Loans on the Closing Date and the aggregate amount of Returns of Scheduled Equity; (ii) Investments in any Loan Party; (iii) Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party; (iv) Investments by any Loan Party in any Subsidiary that is not Loan Party in an aggregate amount for all such outstanding Investments made after the Closing Date not to exceed the greater of $350,000,000 and 3.5% of Consolidated Total Assets when made plus an aggregate amount equal to any cash returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (excluding any returns in excess of the amount originally invested) to the extent such amounts do not increase the Available Amount; (v) other than pursuant to clause (iii) above) by intercompany liabilities amongst the Loan Parties in, and loans and advances made after incurred in the Closing Date by Loan Parties to, ordinary course of business; (vi) other intercompany liabilities amongst Subsidiaries that are not Loan Parties incurred in the ordinary course of business in connection with the cash management operations of such Subsidiaries; and (determined vii) Investments by any Loan Party in any Subsidiary that is not a Loan Party consisting solely of (x) the contribution or other Disposition of Equity Interests or Indebtedness of any other Subsidiary that is not a Loan Party held directly by such Loan Party in exchange for Indebtedness, Equity Interests (or additional share premium or paid in capital in respect of Equity Interests) or a combination thereof of the Subsidiary to which such contribution or other Disposition is made or (y) an exchange of Equity Interests of any other Subsidiary that is not a Loan Party for Indebtedness of such Subsidiary; provided that, immediately following the consummation of an Investment pursuant to the preceding clause (x) or (y), the Subsidiary whose Equity Interests or Indebtedness are the subject of such Investment remains a Subsidiary; (c) Permitted Investments and Investments that were Permitted Investments when made; (d) Investments arising out of the receipt by Parent or any Subsidiary of non-cash consideration for the Disposition of assets permitted under Section 6.05; (e) loans and advances to officers, directors, employees or consultants of Parent or any Subsidiary (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without regard giving effect to any write-downs or write-offs of such investments, loans and advancesthereof) shall not to exceed $12,000,000 10,000,000, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests of Parent; (f) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (g) Hedging Agreements entered into for non-speculative purposes; (h) Investments (not in Subsidiaries, which are provided in clause (b) above) existing on, or contractually committed as of, the Closing Date and set forth on Part C of Schedule 6.04 and any extensions, renewals, replacements or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) above the amount of such loans and advances made Investment existing or committed on the Closing Date (other than pursuant to an increase as required by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth terms of any such Investment as in clause (a) aboveexistence on the Closing Date or as otherwise permitted by this Section 6.04); (di) investments Investments resulting from pledges and deposits under Sections 6.02(f), (g), (n), (q), (r), (dd) and (ii); (j) other Investments by Parent or any Subsidiary in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the sum of (X) the greater of $1,000,000,000 and 10.0% of Consolidated Total Assets when made, plus (Y) so long as no Default or Event of Default shall have occurred and be continuing, any portion of the Available Amount on the date of such election that Parent elects to apply to this Section 6.04(j)(Y) in a written notice of a Responsible Officer thereof, which notice shall set forth calculations in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied, plus (Z) an amount equal to any cash returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (excluding any returns in excess of the amount originally invested) pursuant to clause (X) to the extent such amounts do not increase the Available Amount; provided that, if any Investment pursuant to this Section 6.04(j) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of Parent, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the provisions thereof) and not in reliance on this Section 6.04(j); (k) Investments constituting Permitted Business Acquisitions; (l) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by Parent or a Subsidiary as a result of a foreclosure by Parent or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (m) Investments of a Subsidiary (including Exclusive Licenses) acquired after the Closing Date or of a person merged into Parent or merged into or consolidated with a Subsidiary after the Closing Date, in each case, (i) to the extent such acquisition, merger, amalgamation or consolidation is permitted under this Section 6.04, (ii) in the case of any acquisition, merger, amalgamation or consolidation, in accordance with Section 6.05 and (iii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; (n) acquisitions by Parent of obligations of one or more officers or other employees of Parent or its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of Parent, so long as no cash is actually advanced by Parent or any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (o) Guarantees by Parent or any Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness of the kind described in clauses (b), (e), (f), (g), (h), (i), (j) or (k) of the definition thereof, in each case entered into by Parent or any Subsidiary in the ordinary course of business; (ep) Investments to the Borrower and extent that payment for such Investments is made with Qualified Equity Interests of Parent; provided that the Subsidiaries may make loans and advances issuance of such Equity Interests are not included in any determination of the Available Amount; (q) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers; (r) any customary upfront milestone, marketing or other funding payment consistent with past and/or industry practice to their respective employees another person in connection with obtaining a right to receive royalty or other payments in the future; (s) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of Parent or such Subsidiary; (t) Investments by Parent and the Subsidiaries, if Parent or any Subsidiary would otherwise be permitted to make a Restricted Payment under Section 6.06(g) in such amount (provided that the amount of any such Investment shall also be deemed to be a Restricted Payment under Section 6.06(g) for all purposes of this Agreement); (u) Investments consisting of transfers of Permitted Receivables Facility Assets or arising as a result of Qualified Receivables Facilities; (v) subject to Section 6.03, Investments consisting of the licensing or contribution of Intellectual Property pursuant to joint marketing or other similar arrangements with other persons; (w) to the extent constituting Investments, purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property in each case in the ordinary course of business; (x) Exclusive Licenses from a Subsidiary that is not a Loan Party to a Loan Party of rights to a drug or other pharmaceutical products, diagnostics, delivery technologies, medical devices or biotechnology businesses; provided that such drug or other pharmaceutical products, diagnostics, delivery technologies, medical devices or biotechnology businesses was not acquired by such Subsidiary in an acquisition prohibited by Section 6.03 or Section 6.05; (y) any Investment in fixed income or other assets by any Subsidiary that is a so-called “captive” insurance company or insurance “cell” (each, an “Insurance Subsidiary”) consistent with customary practices of portfolio management; (z) any Investment in Insurance Subsidiaries (a) that are required by law or applicable regulators, (b) (i) in an aggregate amount for all such Investments not to exceed the greater of $50,000,000 and 0.50% of Consolidated Total Assets when made plus (ii) an aggregate amount equal to any cash returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (excluding any returns in excess of the amount originally invested) pursuant to clause (b)(i) to the extent such amounts do not increase the Available Amount or (c) constituting letters of credit permitted under Section 6.01(dd); (aa) Investments in joint ventures and acquisitions of Equity Interests that would constitute Permitted Business Acquisitions but for the fact that persons in which such Equity Interests are acquired do not become Wholly Owned Subsidiaries of Parent; provided that the sum of the aggregate principal amount thereof of such Investments, plus the aggregate consideration paid in all such acquisitions, made under this clause (aa) after the Closing Date shall not exceed (A) the greater of $350,000,000 and 3.5% of Consolidated Total Assets at any time outstanding plus (determined without regard B) an aggregate amount equal to any write-downs or write-offs cash returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such loans and advancesInvestment (excluding any returns in excess of the amount originally invested) shall to the extent such amounts do not exceed $2,000,000;increase the Available Amount; and (fbb) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such personadditional Investments, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests byso long as, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of any such transaction (A) both before Investment is made and immediately after giving effect thereto, (x) no Default or Event of Default shall have occurred and is continuing and (y) the Total Net Leverage Ratio on a Pro Forma Basis is not greater than 4.00 to 1.00. For purposes of determining compliance with this Section 6.04, (A) an Investment need not be continuing; permitted solely by reference to one category of permitted Investments (or any portion thereof) described in Sections 6.04(a) through (bb) but may be permitted in part under any relevant combination thereof and (B) in the Borrower would be in compliance with event that an Investment (or any portion thereof) meets the covenant set forth criteria of one or more of the categories of permitted Investments (or any portion thereof) described in Sections 6.11 6.04(a) through (bb), the Parent may, in its sole discretion, classify or divide such Investment (or any portion thereof) in any manner that complies with this Section 6.04 and will be entitled to only include the amount and type of such Investment (or any portion thereof) in one or more (as relevant) of the most recently completed period of four consecutive fiscal quarters ending prior above clauses (or any portion thereof) and such Investment (or any portion thereof) shall be treated as having been made or existing pursuant to only such transaction for which the financial statements and certificates required by clause or clauses (or any portion thereof); provided, that all Investments described in Schedule 6.04 shall be deemed outstanding under Section 5.04(a6.04(b) or 5.04(bSection 6.04(h), as applicable. Any Investment in any person other than a Loan Party that is otherwise permitted by this Section 6.04 may be made through intermediate Investments in Subsidiaries that are not Loan Parties and such intermediate Investments shall be disregarded for purposes of determining the case may beoutstanding amount of Investments pursuant to any clause set forth above. The amount of any Investment made other than in the form of cash or cash equivalents shall be the Fair Market Value thereof valued at the time of the making thereof, and 5.04(c) have been delivered, after without giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any subsequent write-downs or write-offs thereof. For purposes of such investmentsdetermining compliance with this Section 6.04, loans the value of Investments in “Exclusive Licenses” shall be limited to the aggregate cash paid by the Parent or any Subsidiary on or prior to the consummation of an Exclusive License (and advances) does which, for the avoidance of doubt, shall not exceed $6,000,000 in the aggregateinclude any purchase price adjustment, licensing payment, royalty, earnout, Milestone Payment, contingent payment, back-end payment or any other deferred payment or any payments related to profit sharing).

Investments, Loans and Advances. PurchaseNeither Borrower nor any Restricted Subsidiary will, hold directly or acquire any Equity Interests, evidences of indebtedness or other securities ofindirectly, make or permit to exist any loans or advances toInvestment, or make or permit to exist any investment or any other interest in, any other person, exceptexcept for the following: (ia) investments by Holdings, the Borrower and the Subsidiaries existing Investments outstanding on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date and identified on Schedule 10.04 and any Investments received in respect thereof without the payment of additional consideration (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after through the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs issuance of or write-offs exchange of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingQualified Capital Stock); (b) Permitted InvestmentsInvestments in cash and Cash Equivalents (including Investments that were Cash Equivalents when made); (c) loans Borrower may enter into Swap Contracts to the extent permitted by Section 10.01(c); (d) Investments (i) by Borrower in any Restricted Subsidiary, (ii) by any Restricted Subsidiary in Borrower and (iii) by a Restricted Subsidiary in another Restricted Subsidiary; provided that, in each case, any intercompany loan (it being understood and agreed that intercompany receivables or advances made by in the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (iordinary course of business do not constitute loans) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties in excess of $20.0 million individually shall be evidenced by a promissory note pledged and, to the extent that the payee, holder or lender of such intercompany loan is a Credit Party, such promissory note shall be pledged (and delivered) by such Credit Party to Collateral Agent for the ratable benefit on behalf of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) aboveParties; (de) investments Borrower and its Restricted Subsidiaries may sell or transfer assets to the extent permitted by Section 10.05; (f) Investments in securities of trade creditors or customers received in connection with pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or reorganization of, insolvency of such trade creditors or customers or in settlement of delinquent or overdue accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (eg) the Investments made by Borrower or any Restricted Subsidiary with, or as a result of, consideration received in connection with an Asset Sale made in compliance with Section 10.05; (h) Investments made to officers, directors and the Subsidiaries may make loans and advances employees in the ordinary course of business not to their respective employees so long as exceed $10.0 million in the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000outstanding; (fi) Permitted Acquisitions; (j) accounts receivable, security deposits, prepayments (including prepayments of expenses), credits and extensions of trade credit (including to gaming customers) in the Borrower ordinary course of business; (k) Investments resulting from pledges and deposits permitted under Section 10.02; (l) in addition to Investments otherwise permitted by this Section 10.04, from and after the earlier of the Xxxx Las Vegas Reorganization and the Subsidiaries may enter into Hedging Agreements that (i) are required Wynn Massachusetts Project Opening Date, Investments by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”)its Restricted Subsidiaries; provided that (i) the amount of such acquisition was Investments to be made pursuant to this Section 10.04(l) do not preceded by an unsolicited tender offer for exceed the Available Amount determined at the time such Equity Interests byInvestment is made, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both immediately before and after giving effect thereto, no Default or Event of Default shall have has occurred and be continuing; is continuing and (Biii) (x) prior to the Borrower would be in compliance with Initial Test Date, the covenant set forth in Sections 6.11 Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which recent Calculation Date and (y) from and after the financial statements and certificates required by Section 5.04(aInitial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such periodmost recent Calculation Date; (C) the total consideration paid in connection with such acquisition and provided that if any other acquisitions Investment pursuant to this Section 6.04(gclause (l) (including is made in any Indebtedness person that is not a Restricted Subsidiary of Borrower at the date of the Acquired Entity that is assumed by making of such Investment and such person becomes a Restricted Subsidiary of Borrower after such date, such Investment shall, upon the Borrower or any Subsidiary following such acquisition and any payments following such acquisition election of Borrower, thereafter be deemed to have been made pursuant to earn-out provisions or similar obligationsclause (d) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, above and shall cause the Acquired Entity cease to comply, with the applicable provisions of Section 5.11 and the Security Documents; and have been made pursuant to this clause (vl) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries for so long as the aggregate amount invested, loaned or advanced pursuant such person continues to this paragraph (h) (determined without regard to any write-downs or write-offs be a Restricted Subsidiary of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.Borrower;

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger or amalgamation with a Person that is not a Relevant Subsidiary immediately prior to such merger) any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances to(other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and the Loan Parties, which cash management operations shall not extend to any other Person) to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in(each, an “Investment”), in any other personPerson, except: (ia) investments by HoldingsInvestments (including, the Borrower and the Subsidiaries existing on the date hereof but not limited to, Investments in the Equity Interests of the Borrower and the SubsidiariesInterests, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties inintercompany loans, and loans and advances made Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing Date by (i) Loan Parties to, in Subsidiaries that are not Loan Parties in an aggregate amount (determined valued at the time of the making thereof and without regard giving effect to any write-downs or write-offs thereof) not to exceed an amount equal to the sum of, without duplication, U.S.$35.0 million plus any return of such investmentscapital actually received by the respective investors in respect of investments previously made by them pursuant to this clause 6.04(a)(i) plus, loans an amount equal to the fair market value of any assets or property that is contributed or transferred from any Subsidiary that is not a Loan Party to any Loan Party from and advancesafter the Closing Date and (ii) shall not exceed $12,000,000 at any time outstandingLoan Parties in other Loan Parties; (b) Permitted InvestmentsInvestments and Investments that were Permitted Investments when made; (c) loans or advances made Investments arising out of the receipt by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that of its Relevant Subsidiaries of noncash consideration for the sale of assets permitted under Section 6.05; (d) (i) any such loans and advances to employees of the Borrower, any of its Relevant Subsidiaries or, to the extent such employees are providing services rendered on behalf of the Loan Parties, any Parent Company in the ordinary course of business not to exceed U.S.$5.0 million in the aggregate at any time outstanding (calculated without regard to write-downs or write-offs thereof) and (ii) advances of payroll payments and expenses to employees of the Borrower, any of its Relevant Subsidiaries or, to the extent such employees are providing services on behalf of the Loan Parties, any Parent Company in the ordinary course of business; (e) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (f) Swap Agreements permitted pursuant to Section 6.12; (g) Investments existing on the Closing Date and set forth on Schedule 6.04; (h) Investments resulting from pledges and deposits referred to in Section 6.02(f) and (g); (i) so long as immediately before and after giving effect to such Investment no Default or Event of Default has occurred and is continuing, other Investments by the Borrower or any of its Relevant Subsidiaries in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the greater of U.S.$50.0 million and 10% of Consolidated Total Assets (plus any returns of capital actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (i)); (j) Investments constituting Permitted Business Acquisitions, so long as any Person acquired in connection with such Permitted Business Acquisitions and each of such Person’s Subsidiaries becomes a Subsidiary Loan Party to the extent required by Section 5.10; (k) additional Investments to the extent made with proceeds of Equity Interests of the Borrower; (l) Investments (including, but not limited to, Investments in Equity Interests, intercompany loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) after the Closing Date by Relevant Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by in any Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) aboveParty or other Subsidiaries; (dm) investments the Transactions; (n) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger, consolidation or amalgamation with a person that is not a Wholly Owned Subsidiary immediately prior to such merger, consolidation or amalgamation) any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances toto or Guarantees of the obligations of, or make or permit to exist any investment or any other interest inin (each, an “Investment”), any other person, except: (a) the Transactions (including payment of the purchase consideration under the Purchase Agreement and the Contribution); (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof Investments in the Equity Interests of the Borrower and the SubsidiariesHoldco or any other Subsidiary, (ii) additional investments by Holdings, the intercompany loans to Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries Holdco or any other Subsidiary and (iii) investments Guarantees of Indebtedness expressly permitted hereunder; provided that in STR India Pvt. Ltd. the case of an Investment by Borrower Holdco or any of its Subsidiaries in a Subsidiary that is not a Loan Party, at the time such Investment is made, no Event of Default shall have occurred and be continuing; provided further, that the sum of (A) Investments (valued at the time of the making thereof and without giving effect to any write downs or write offs thereof) made after the Closing Date in Subsidiaries that are not Loan Parties pursuant to clause (i) plus (B) intercompany loans made after the Closing Date to Subsidiaries that are not Loan Parties pursuant to clause (ii) plus (C) Guarantees of Indebtedness after the Closing Date of Subsidiaries that are not Loan Parties pursuant to clause (iii) shall not exceed an aggregate net amount equal to the greater of (1) $30.0 million and (2) 2.25% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such Investment for which Required Financial Statements have been delivered pursuant to Section 5.04; provided, further, that (x) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Borrower Holdco or any of its Subsidiaries and (y) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-overs or extensions of terms) and made in the ordinary course of business consistent with past practice shall not be included in calculating the limitation in this clause (b) at any time; (c) Permitted Investments and Investments that were Permitted Investments when made; (d) Investments arising out of the receipt by Borrower Holdco or any of its Subsidiaries of non-cash consideration for the sale of assets permitted under Section 6.05; (e) loans and advances to officers, directors, employees or consultants of any Parent Entity, Borrower Holdco or any of its Subsidiaries (i) not to exceed $5,000,000 10.0 million in the aggregate; provided that aggregate at any time outstanding (Acalculated without regard to write downs or write offs thereof), (ii) any such in respect of payroll payments and expenses in the ordinary course of business or (iii) in connection with the purchase of Equity Interests held by a Loan Party other than Equity Interests of any Parent Entity solely to the extent that the amount of such loans and advances shall be contributed to Borrower Holdco or any of its Subsidiaries in Excluded Assets cash as common equity; (as defined f) accounts receivable, security deposits and prepayments arising and trade credit granted in the Guarantee ordinary course of business and Collateral Agreement) shall be pledged pursuant any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the Guarantee extent reasonably necessary in order to prevent or limit loss and Collateral Agreement any prepayments and other credits to suppliers made in the ordinary course of business; (subject to g) Hedge Agreements; (h) Investments existing on, or contractually committed as of, the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) Closing Date and (B) set forth on Schedule 6.04 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of investments made after all Investments pursuant to this clause (h) is not increased at any time above the amount of such Investments existing or committed on the Closing Date (other than pursuant to clause (iii) above) an increase as required by Loan Parties in, and loans and advances made after the terms of any such Investment as in existence on the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingDate); (bi) Permitted InvestmentsInvestments resulting from pledges and deposits under Sections 6.02(a), (f), (g), (k), (q), (r), (t) and (bb); (cj) loans other Investments in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write downs or advances write offs thereof) not to exceed (i) the greater of (A) $40.0 million and (B) 3.25% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such Investment for which Required Financial Statements have been delivered pursuant to Section 5.04 (plus any returns of capital actually received by the respective investor in respect of Investments theretofore made by it pursuant to this clause (j)) plus (ii) so long as no Event of Default has occurred and is continuing as of the making of such Investment, the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to any Subsidiary and made by any Subsidiary apply to Holdingsthis Section 6.04(j)(ii), such election to be specified in a written notice of a Responsible Officer of the Borrower or any other Subsidiarycalculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that if any Investment pursuant to this clause (ij) is made in any such loans and advances made by person that is not a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to Subsidiary at the Collateral Agent for the ratable benefit date of the Secured Parties making of such Investment and such person thereafter becomes a Subsidiary pursuant to the Guarantee and Collateral Agreement and (ii) another Investment, the amount of which, when taken together with the amount of the prior Investment, would be permitted under another provision of this Section 6.04, then any Investment in such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in person outstanding under this clause (aj) aboveshall thereafter be deemed to have been made pursuant to such other provision and shall cease to have been made pursuant to this clause (j) for so long as such person continues to be a Subsidiary; (dk) investments Investments constituting Permitted Business Acquisitions; (l) intercompany loans among Foreign Subsidiaries and Guarantees by Foreign Subsidiaries permitted by Section 6.01(m); (m) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances case, in the ordinary course of business to their respective employees so long and Investments acquired as the aggregate principal amount thereof at a result of a foreclosure by Borrower Holdco or any time outstanding (determined without regard of its Subsidiaries with respect to any write-downs secured Investments or write-offs other transfer of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance title with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and respect to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described secured Investment in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.default;

Investments, Loans and Advances. PurchaseDirectly or indirectly, hold lend money or credit or make advances to any person, or purchase or acquire any Equity Interestsstock, evidences of indebtedness obligations or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or make any capital contribution to, any other person, exceptor purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, “Investments”), except that the following shall be permitted: (ia) investments by Holdings, the Borrower and Companies may consummate the Subsidiaries existing on Transactions in accordance with the date hereof in the Equity Interests provisions of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingTransaction Documents; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary Holdings and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that its Subsidiaries may (i) acquire and hold accounts receivables owing to any such loans of them if created or acquired in the ordinary course of business and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and payable or dischargeable in accordance with customary terms, (ii) acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments for collection in the amount ordinary course of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization ofbusiness, or settlement of delinquent accounts (iv) make lease, utility and disputes with, customers and suppliers, in each case other similar deposits in the ordinary course of business; (ec) the Borrower Loan Parties may enter into Interest Rate Protection Agreements to the extent permitted by Section 6.01(b) and the Subsidiaries may make loans enter into and advances perform its obligations under Hedging Agreements entered into in the ordinary course of business to their respective employees and so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall Hedging Agreement is not exceed $2,000,000speculative in nature; (fd) any Loan Party may make an Investment in any other Loan Party; provided that, if such Investment is in the Borrower and the Subsidiaries may enter into Hedging Agreements that form of an intercompany loan, such loan shall be (i) are required evidenced by Section 5.12 or an Intercompany Note, (ii) are not speculative in nature pledged (and are related to income derived from foreign operations of delivered) by such Loan Party that is the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business lender of such person, or not less than 85% of intercompany loan as Collateral pursuant to the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; applicable Security Agreement and (iii) at subordinated to the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be prior payment in compliance with the covenant set forth in Sections 6.11 as full of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions Obligations pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver subordination agreement in form and substance reasonably satisfactory to the Collateral Agent permitting Administrative Agent; (e) Holdings and its Subsidiaries may make Investments in the form of advances to employees for travel, relocation and like expenses, in each case, in the ordinary course of business and consistent with such Acquired Entity Company’s past practices; (f) Holdings and its Subsidiaries may make Investments in the form of loans and advances not to become a Subsidiary Guarantor hereunder exceed $7.0 million in the aggregate at any one time outstanding pursuant to this Section 6.03(f) to employees, directors and a party distributors of Holdings and its Subsidiaries for the purpose of funding the purchase of Equity Interests of Holdings by such employees, directors and distributors; (g) Holdings and its Subsidiaries may sell or transfer amounts to the Security Documents extent permitted by Section 6.04; (h) Investments in securities of trade creditors or customers in the ordinary course of business and consistent with such Company’s past practices that are received in the settlement of bona fide disputes or pursuant to any acquisition plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers; (i) Investments made by Holdings or any Subsidiary as a result of consideration received in connection with an Asset Sale or other transaction effected in compliance with Section 6.04; (j) Investments outstanding on the Closing Date and identified on Schedule 6.03; (k) the Loan Parties may make Investments in other persons, including Non-Guarantor Subsidiaries; provided that, (i) after giving pro forma effect to each such Investment, the aggregate amount of all such Investments made by all Loan Parties on and after the Closing Date pursuant to this Section 6.03(k) that are outstanding at any time does not exceed $100.0 million (excluding any amounts invested in any Non-Guarantor Subsidiary that subsequently becomes a Guarantor (effective only upon such person becoming a Guarantor and only for so long as such person remains a Guarantor)) and (ii) if such Investment is in the form of an Acquired Entity meeting intercompany loan, such loan shall be (A) evidenced by an Intercompany Note and (B) pledged (and delivered) by the Loan Party that is the lender of such intercompany loan as Collateral pursuant to the applicable Security Agreement; (l) the Loan Parties may make Investments in Non-Guarantor Subsidiaries for the purposes of enabling such Non-Guarantor Subsidiaries to comply with statutory obligations imposed by Governmental Authorities; provided that, if such Investment is in the form of an intercompany loan, each such intercompany loan shall be evidenced by an Intercompany Note and shall be pledged (and delivered) by the Loan Party that is the lender of such intercompany loan as Collateral pursuant to the applicable Security Agreement; provided, further that after giving pro forma effect to each such Investment, the aggregate amount of all such Investments made by all Loan Parties on and after the criteria of Closing Date pursuant to this Section 6.04(g6.03(l) being referred that are outstanding at any time does not exceed $25.0 million (excluding any amounts invested in any Non-Guarantor Subsidiary that subsequently becomes a Guarantor (effective only upon such person becoming a Guarantor and only for so long as such person remains a Guarantor)); (m) Investments by the Loan Parties in Non-Guarantor Subsidiaries; provided, that, (i) such Investments are contemporaneously or within five Business Days remitted to herein as a “the Loan Parties, and (ii) such Investments are made to facilitate repatriation of monies to the United States; (n) Investments by Non-Guarantor Subsidiaries in Loan Parties; (o) Investments by Non-Guarantor Subsidiaries in Non-Guarantor Subsidiaries; (p) Investments by Borrower in the Collateral Account and LC Sub-Account; (q) Permitted Acquisition”)Acquisitions; and (hr) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as no Default or Event of Default exists or would result therefrom, Investments resulting from the aggregate amount investedpurchase, loaned repurchase, redemption or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs other acquisition for value of such investments, loans and advances) does not exceed $6,000,000 in the aggregateHoldings Senior Notes.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interestscapital stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, Guarantee any Indebtedness of, or make or permit to exist any investment or any other interest in, any other person, except: (ia) investments by Holdings, the Borrower and existing on or subscribed to prior to the Subsidiaries date of this Agreement in the capital stock of the Subsidiaries; (b) investments in the Shares; (c) investments by the Company existing on the date hereof Tender Offer Date in the Equity Interests capital stock of its subsidiaries; provided, however, that none of such investments shall have been made in violation of the Merger Agreement; (d) loans and advances to officers or employees of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries or any Subsidiary in the Equity Interests ordinary course of business not in excess of $1,500,000 at any time outstanding; (e) investments in, or loans and advances to, wholly owned Subsidiaries that are Guarantors or, in the case of an investment, that shall become wholly owned Subsidiaries that are Guarantors following such investment; 101 (f) Guarantees entered into in the ordinary course of business of Indebtedness of wholly owned Subsidiaries that are Guarantors; (g) Permitted Investments; (h) investments existing on or subscribed to prior to the date of this Agreement and set forth on Schedule 6.04; (i) in the case of the Borrower and the Subsidiaries other than Permitted Foreign Companies, investments in, and (iii) investments loans or advances to, Permitted Foreign Companies in STR India Pvt. Ltd. in an a net aggregate amount not to exceed $5,000,000 10,000,000 in any fiscal year plus, commencing with fiscal year 1997, 50% of the aggregate; provided that excess, if any, of (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and $10,000,000 over (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingadvances made during the preceding fiscal year; (bj) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those case of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar yearother than Permitted Foreign Companies, Guarantees of Indebtedness of Permitted Foreign Companies; and provided, however, that any payment on such a Guarantee shall not be permitted under this clause (iiij) at the time of such transaction (Abut may be permitted under clause (i) both before and after giving effect thereto, no Default above or Event of Default shall have occurred and be continuing; clause (Bl) the Borrower would be below); (k) in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may beof Permitted Foreign Companies, and 5.04(c) have been deliveredany investment in, after giving pro forma effect to such transaction and to or loan or advance to, or Guarantee of Indebtedness of, any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”)Foreign Company; and (hl) in addition to investments permitted by paragraphs (a) through (g) above, other or additional investments, loans and advances by the Borrower and the Subsidiaries so long as the in a net aggregate amount invested, loaned or advanced pursuant not to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in 10,000,000 at any time prior to the aggregatelast day of fiscal year 1997 and $15,000,000 thereafter.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist Investment in any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, Person except: (ia) investments by Holdings, the Borrower and the Subsidiaries Investments existing on the date hereof and set forth on Schedule 6.04; (b) cash on deposit with financial institutions and Permitted Investments; (c) Investments in the Equity Interests Borrower or any Restricted Subsidiary; provided that (i) any such Investment in the form of loans and advances made by a Loan Party shall be evidenced by a promissory note pledged to the Collateral Agent for the benefit of the Borrower Secured Parties pursuant to the Guarantee and the SubsidiariesCollateral Agreement, (ii) additional investments by Holdings, the Borrower and the Subsidiaries any such Investment in the Equity Interests form of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement (subject to the any limitations applicable to voting stock Equity Interests of a Foreign Subsidiary or a FSHCO referred to therein) ), and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) the amount of such Investments made by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Restricted Subsidiaries that are not Loan Parties shall not exceed $15,000,000 at any time outstanding (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above); (d) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Restricted Subsidiaries may make loans and advances in the ordinary course of business in accordance with their usual practice to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0001,000,000; (f) the Borrower and the Restricted Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are entered into in the ordinary course of business and not for speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign supplierspurposes; (g) the Borrower or any Restricted Subsidiary may acquire all or substantially all the assets of a person Person or line of business of such person, Person (including by merger) or not less than 85100% of the Equity Interests (other than directors’ qualifying shares) of a person Person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Restricted Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business reasonably related to those of the Borrower and the Restricted Subsidiaries as conducted during the current and most recently concluded recent calendar year; year and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; , (B) the Borrower would be in compliance with Total Leverage Ratio as of the covenant set forth in Sections 6.11 as end of the most recently completed ended period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by have been delivered pursuant to Section 5.04(a) or 5.04(b(b), as the case may be, and 5.04(c) have been deliveredcalculated on a Pro Forma Basis, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; shall not exceed 4.00:1.00, (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) with respect to Persons that do not become Loan Parties or assets that are not owned by Loan Parties (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Restricted Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and 15,000,000; provided that if the Total Leverage Ratio as of the end of the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as the case may be, calculated on a Pro Forma Basis, is less than 2.50:1.00, then such consideration shall not in the aggregate exceed $30,000,000, (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; Agent and (ivE) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.12 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); (h) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, other Investments made from the Available Amount; (i) lease, utility and other similar deposits in the ordinary course of business; (j) Investments made by the Borrower or any Restricted Subsidiary the consideration for which consists solely of Equity Interests (other than Disqualified Equity Interests) of the Borrower; (k) Investments owned by any Person at the time it becomes a Restricted Subsidiary not made in contemplation of the acquisition of such Person, not to exceed $10,000,000 at any one time outstanding; (l) Investments in Foreign Subsidiaries in an aggregate amount not to exceed $10,000,000 at any one time outstanding; (m) loans and advances to suppliers in an aggregate amount not to exceed $5,000,000 at any one time outstanding; and (hn) in addition to investments Investments permitted by paragraphs (a) through (gm) above, additional investments, loans and advances Investments by the Borrower and the Restricted Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hn) (determined without regard to any write-downs or write-offs of such investments, loans and advancesInvestments) does not exceed $6,000,000 15,000,000 in the aggregateaggregate at any one time outstanding.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness (by way of Guarantee or otherwise) or other securities of, make or permit to exist any loans or advances to, or make purchase, lease or permit to exist any investment otherwise acquire (in one transaction or any other interest ina series of transactions) all or substantially all of the assets or a line of business of, any other personperson (all of the foregoing, collectively, “Investments”), except: (a) (i) investments Investments by Holdings, the Borrower Borrowers and the Restricted Subsidiaries existing on the date hereof Closing Date in the Equity Interests of the Borrower Restricted Subsidiaries and the Subsidiaries, (ii) additional investments Investments by Holdings, the Borrower Borrowers and the Restricted Subsidiaries in the Equity Interests of the Borrower and Subsidiaries made after the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateClosing Date; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement applicable Security Documents (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to thereintherein or in Section 5.12) and (B) the aggregate amount of investments Investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Restricted Subsidiaries that are not Loan Parties (determined without regard to any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs of with respect to such investments, loans and advances) Investments shall not exceed the greater of (x) $12,000,000 10,000,000 and (y) 5.0% of Consolidated Total Assets (calculated as of the most recent date for which financial statements have been furnished pursuant to Section 5.04(a) or (b)), at any the time outstandingmade; (b) Permitted Investmentscash and Cash Equivalents; (c) loans or advances made by the Borrower Borrowers to any Restricted Subsidiary and made by any Restricted Subsidiary to Holdings, the Borrower Borrowers or any other Restricted Subsidiary; provided that (i) any if such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note note, it shall be pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement applicable Security Documents and (ii) the amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, Subsidiaries and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided provided, that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (other than in connection with (a) any transfer made to pay off the Existing Credit Agreement and (b) the Proposed Restructuring) (determined without regard to any write-downs or write-offs of such investments, loans and advancesadvances but taking into account repayments, redemptions, return of capital, etc.) under this clause (ii) shall not exceed $12,000,000 at any time outstandingoutstanding the sum of (v) $25,000,000, (w) the principal amount of any loan the proceeds of which are used to fund Capital Expenditures in an aggregate amount not to exceed $15,000,000 (provided, that any such loan made by a Loan Party to a Subsidiary that is not a Loan Party must have a maturity of no greater than, and must be repaid within, two (2) years from the date of issuance), (x) the principal amount of any dividend by a Subsidiary that is not a Loan Party to a Loan Party made in the form of a promissory note payable by such Subsidiary that is not a Loan Party to such Loan Party (provided, that, in connection with the issuance of such promissory note, no loans, advances or other payments were made by such Loan Party to such Subsidiary that is not a Loan Party), (y) the amount of any investment or principal amount of any advance funded with the proceeds of Equity Interests issued by Holdings and (z) the amount of any investment or principal amount of any advance the proceeds of which are used to fund a Permitted Acquisition and which such Loan Party obtained through items (I) through (IV) of Section 6.4(g)(iii)(D); (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by the Borrower or any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided provided, that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Administrative Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and Agreement, (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) aboveabove and (iii) the aggregate amount of outstanding loans and advances made to Holdings shall not exceed $3,000,000 during any fiscal year of the Borrower or $15,000,000 at any time during the term of this Agreement; provided, that the amount of any loans and advances that can be made during any fiscal year pursuant to clause (iii) above shall be increased by the amount of unused permitted loans and advances for any preceding fiscal year so long as the aggregate amount of such loans and advances does not exceed $15,000,000 at any time during the term of this Agreement; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,00010,000,000 at any time and advances in the ordinary course of business of payroll payments to employees; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85100% of the Equity Interests (other than except for directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided provided, that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business going concern and after giving effect to those of the acquisition the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar yearshall be in compliance with Section 6.8; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Event of Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance Pro Forma Compliance (assuming for purposes of making such determination with respect to the covenant set forth in Sections 6.11 as of Section 6.12 that the most recently completed period of four consecutive fiscal quarters ending prior Leverage Ratio is at least 0.25 to 1.00 lower than the Leverage Ratio set forth therein and in effect at the time such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(bdetermination is made), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with after giving effect to such acquisition acquisition, there must be at least $10,000,000 of unused and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 available Revolving Credit Commitments; and (D) each Permitted Acquisition shall only consist of, or be financed with (I) cash and Permitted Investments of the Borrower shall have delivered a certificate and its Subsidiaries, (II) the proceeds of a Financial OfficerEquity Interests of Holdings, certifying as to the foregoing (III) Incremental Term Loans and containing reasonably detailed calculations in support (IV) Indebtedness incurred under Section 6.1(c), (g), (h), (i), (n) and (s) (or any Refinancing Indebtedness thereof), in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.9 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g6.4(g) being referred to herein as a “Permitted Acquisition”); (h) the Borrower and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of the Borrower or such Subsidiary; (i) Holdings may acquire and hold obligations of one or more officers or other employees of Holdings or its subsidiaries in connection with such officers’ or employees’ acquisition of Equity Interests of Holdings; (j) the Borrower and its Subsidiaries may acquire and hold non-cash consideration issued by the purchaser of assets in connection with a sale of such assets to the extent permitted by Section 6.5; (k) investments, loans and advances existing on the date hereof and set forth in Schedule 6.4; and (hl) investments by the Borrower or any Subsidiary in joint ventures or similar arrangements in an aggregate amount at any time outstanding not to exceed $5,000,000; (m) in addition to investments permitted by paragraphs (a) through (gl) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hm) (determined without regard to any write-downs or write-offs of such investments, loans and advancesadvances but taking into account repayments, redemptions, return of capital etc.) does not exceed (i) $6,000,000 75,000,000 in the aggregateaggregate at any one time outstanding or (ii) $35,000,000 in the aggregate at any one time outstanding with respect to investments in foreign joint ventures or similar arrangements (provided, that clause (ii) above shall not limit investments in Foreign Subsidiaries).

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger, consolidation or amalgamation) any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances toto or Guarantees of the obligations of, or make or permit to exist any investment or any other interest inin (each, an “Investment”), any other person, except: (a) the Transactions; (i) investments Investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof or any Subsidiary in the Equity Interests of the Borrower and the Subsidiaries, or any Subsidiary; (ii) additional investments by Holdings, intercompany loans from the Borrower or any Subsidiary to the Borrower or any Subsidiary; and (iii) Guarantees by the Borrower or any Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary; provided, that the aggregate amount at any time outstanding of (A) Investments made after the Closing Date by the Borrower or any Subsidiary Loan Party pursuant to clause (i) in Subsidiaries that are not Subsidiary Loan Parties, (B) net intercompany loans made after the Closing Date by the Borrower or any Subsidiary Loan Party to Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (ii) and (C) Guarantees after the Closing Date by the Borrower or any Subsidiary Loan Party of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (iii) shall not exceed (1) $35,000,000 plus (2) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply pursuant to this Section 6.04(b) plus (3) any return of capital actually received by the respective investors in respect of Investments theretofore made by them pursuant to this paragraph (b) which did not otherwise increase the Cumulative Credit; provided, further, that (x) intercompany current liabilities incurred in the Equity Interests ordinary course of business in connection with the cash management operations of the Borrower and the Subsidiaries and (iiiy) investments intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any rollovers or extensions of terms) and made in STR India Pvt. Ltd. the ordinary course of business consistent with past practice shall not be included in an amount calculating the limitation in this paragraph at any time; (c) Permitted Investments and Investments that were Permitted Investments when made; (d) Investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the sale of assets permitted under Section 6.05 (other than Section 6.05(g)); (e) loans and advances to officers, directors, employees or consultants of the Borrower or any Subsidiary (i) in the ordinary course of business not to exceed $5,000,000 15,000,000 in the aggregate; provided that aggregate at any time outstanding (Acalculated without regard to write downs or write offs thereof), (ii) any in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests held by a Loan Party of Holdings or any Parent Entity solely to the extent that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity; (f) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (g) Swap Agreements permitted pursuant to Section 6.01; (h) Investments existing on, or contractually committed as of, the Closing Date consisting of intercompany loans or as set forth on Schedule 6.04 and any extensions, renewals or reinvestments thereof (other than Equity Interests in Excluded Assets (as defined reimbursements of Investments in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of Borrower or a Foreign Subsidiary referred to therein) and (B) Subsidiary), so long as the aggregate amount of investments made after all Investments pursuant to this paragraph (h) is not increased at any time above the amount of such Investment existing or committed on the Closing Date (other than pursuant to clause an increase as required by the terms of any such Investment as in existence on the Closing Date); (iiii) aboveInvestments resulting from pledges and deposits under Sections 6.02(f), (g), (j), (q), (r), (t) and (bb); (j) other Investments by Loan Parties inthe Borrower or any Subsidiary in an aggregate amount (valued at the time of the making thereof, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard giving effect to any write-downs or write-offs of such investments, loans and advancesthereof) shall not to exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) $25,000,000 (plus any such loans and advances returns of capital actually received by the respective investor in respect of investments theretofore made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties it pursuant to the Guarantee and Collateral Agreement and this paragraph (j)) plus (ii) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 6.04(j)(ii), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such loans election and advances the amount thereof elected to be so applied; provided that if any Investment pursuant to this paragraph (j) is made by Loan Parties to Subsidiaries in any person that are is not Loan Parties shall be subject a Subsidiary of the Borrower at the date of the making of such Investment and such person becomes a Subsidiary of the Borrower after such date, such Investment shall, at the option of the Borrower to the limitation set forth in clause extent permitted by such provisions, thereafter be deemed to have been made pursuant to paragraph (ab) aboveabove or (k) below and shall cease to have been made pursuant to this paragraph (j) for so long as such person continues to be a Subsidiary of the Borrower; (dk) investments Investments constituting Permitted Business Acquisitions; (l) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of businessbusiness or Investments acquired by the Borrower or a Subsidiary as a result of a foreclosure by the Borrower or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (em) Investments of a Subsidiary acquired after the Closing Date or of an entity merged into the Borrower or merged into or consolidated with a Subsidiary after the Closing Date, in each case, (i) to the extent such acquisition, merger or consolidation was or is permitted under this Section 6.04 or Section 6.05 and (ii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation, were in existence on the date of such acquisition, merger, consolidation or amalgamation and do not constitute a material portion of the assets of the entity so acquired; (n) acquisitions by the Borrower of obligations of one or more officers or other employees of Holdings, any Parent Entity, or its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of Holdings or any Parent Entity, so long as no cash is actually advanced by the Borrower or any of the Subsidiaries may make loans and advances to such officers or employees in connection with the acquisition of any such obligations; (o) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations of the Borrower or any Subsidiary that do not constitute Indebtedness, in each case the entry into which by the Borrower or any such Subsidiary does not violate this Agreement; (p) Investments to the extent that payment for such Investments is made with Qualified Equity Interests of Holdings, or any Parent Entity; (q) Investments consisting of Restricted Payments permitted by Section 6.06; (r) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; (s) Investments in Foreign Subsidiaries not to their respective employees exceed $20,000,000 (plus an amount equal to any return of capital actually received in respect of Investments theretofore made pursuant to this paragraph (s)), as valued at the fair market value (as determined in good faith by the Borrower) of such Investment at the time such Investment is made; (t) Guarantees of Indebtedness permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to Section 6.04); (u) advances in the form of a prepayment of expenses, so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) expenses are required by Section 5.12 or (ii) are not speculative being paid in nature and are related to income derived from foreign operations accordance with customary trade terms of the Borrower or any Subsidiary or otherwise related to purchases from foreign supplierssuch Subsidiary; (gv) Investments by the Borrower and its Subsidiaries, including loans and advances to any direct or indirect parent of the Borrower, if the Borrower or any other Subsidiary may acquire would otherwise be permitted to make a Restricted Payment in such amount (provided that the amount of any such Investment shall also be deemed to be a Restricted Payment under the appropriate paragraph of Section 6.06 for all or substantially all the assets purposes of a person or line of business of such person, or not less than 85% this Agreement); (w) Investments consisting of the Equity Interests licensing or contribution of intellectual property pursuant to joint marketing arrangements with other persons in the ordinary course of business; (other than directors’ qualifying sharesx) purchases and acquisitions of a person inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property in each case in the ordinary course of business, to the extent such purchases and acquisitions constitute Investments; (referred to herein as y) Investments in joint ventures not in excess of $40,000,000 in the “Acquired Entity”)aggregate at any time outstanding; provided that such amount deemed outstanding for purposes of this Section 6.04(y) shall be reduced by (a) proceeds such Loan Party has received as a result of the sale by such Loan Party of the joint venture interests of a joint venture to which such Loan Party is a party, or (b) proceeds of distributions such Loan Party has received as a result of its joint venture interest in such joint venture; provided, further that if any Investment pursuant to this paragraph (y) is made in any person that is not a Subsidiary of the Borrower at the date of the making of such Investment and such person becomes a Subsidiary of the Borrower after such date, such Investment shall thereafter be deemed to have been made pursuant to paragraph (b) above and shall cease to have been made pursuant to this paragraph (y) for so long as such person continues to be a Subsidiary of the Borrower; (z) any Investment (i) deemed to exist as a result of a Subsidiary that is not a Loan Party distributing a note or other intercompany debt to a parent of such acquisition was not preceded by an unsolicited tender offer Subsidiary that is a Loan Party (to the extent there is no cash consideration or services rendered for such Equity Interests bynote), or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) consisting of intercompany current liabilities in connection with the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those cash management, tax and accounting operations of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at consisting of intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-overs or extensions of terms) and made in the time ordinary course of such transaction business; (Aaa) both before and after giving effect thereto, no Default purchases or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid acquisitions in connection with such acquisition and Excluded Resales permitted by Section 6.05; and (bb) any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed loan or loans made by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition of its Subsidiaries to a franchisee; provided, that the aggregate principal amount of all loans made pursuant to earn-out provisions or similar obligationsthis Section 6.04(bb) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations 5,000,000 outstanding at any time. Any Investment in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (any person other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of Loan Party that is otherwise permitted by this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) 6.04 may be made through intermediate Investments in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans Subsidiaries that are not Loan Parties and advances by such intermediate Investments shall be disregarded for purposes of determining the Borrower and the Subsidiaries so long as the aggregate outstanding amount invested, loaned or advanced of Investments pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregateclause set forth above.

Investments, Loans and Advances. PurchaseThe Borrower will not (and will not permit any of its Subsidiaries to) make, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other personInvestments, except: (ia) investments Investments by Holdings, the Borrower and the its Subsidiaries existing on the date hereof Effective Date in the Equity Interests any Subsidiary of the Borrower and the Subsidiaries, (iib) additional investments Investments by Holdings, the Borrower and the its Subsidiaries in the Equity Interests Borrower or any of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateits Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments Investments made after the Closing Effective Date (other than pursuant to clause (iii) above) by in Subsidiaries of the Borrower that are not Loan Parties inParties, and taken together with loans and advances made after the Closing Effective Date by Loan Parties to, to Subsidiaries of the Borrower that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at 20,000,000 (which shall automatically be increased to $40,000,000 on the Engility Closing Date without any time outstandingaction by any party hereto); (bii) Permitted InvestmentsInvestments in cash or Cash Equivalents; (ciii) loans or advances made by the Borrower to any Subsidiary of its Subsidiaries and made by any Subsidiary of its Subsidiaries to Holdings, the Borrower or any other SubsidiarySubsidiary of the Borrower; provided that (ia) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note or global intercompany note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the any Security and Guarantee and Collateral Agreement Document and (iib) the amount of such loans and advances made by Loan Parties to any Subsidiaries of the Borrower that are not Loan Parties shall be subject to the limitation set forth in clause (ai) above; (div) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course Ordinary Course of businessBusiness; (ev) the Borrower and the its Subsidiaries may make loans and advances in the ordinary course Ordinary Course of business Business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0005,000,000 (which shall automatically be increased to $10,000,000 on the Engility Closing Date without any action by any party hereto) in any fiscal year; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (gvi) the Borrower or any Subsidiary of its Subsidiaries may acquire all or substantially all the assets of a person Person or line of business of such personPerson, or not less than 85100% of the Equity Interests (other than directors’ qualifying shares) of a person Person (referred to herein as the “Acquired Entity”); provided that (ia) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiaryof its Subsidiaries; (iib) the Acquired Entity shall be in a similar or reasonably related or incidental line of business reasonably similar, ancillary or incidental to those the business of that of the Borrower and the its Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iiic) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; , in each case at and as of the date the agreement for such acquisition is signed, (B) on the Borrower would be in compliance with date the covenant set forth in Sections 6.11 as of agreement for such acquisition is signed, the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been deliveredSenior Secured Leverage Ratio, after giving pro forma effect to such transaction acquisition and to any other event occurring after such period as to which the pro forma recalculation is appropriate (including any other transaction adjustments described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; 1.07, is equal to or less than 3.75 to 1.00, (C) at the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness time of the Acquired Entity that is assumed by the Borrower or any Subsidiary following consummation of such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) transaction, the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; , and (ivD) at the time of the consummation of such transaction, the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.03(k) and the any Security and Guarantee Documents; and (v) if provided that the Acquired Entity would not constitute a wholly owned Subsidiary total consideration paid by or on behalf of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent of its Subsidiaries for any such acquisition of a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to Person that does not become a Subsidiary Guarantor hereunder Loan Party (including by way of merger) or of assets that do not become collateral under any Security and a Guarantee Documents, when aggregated with the total consideration paid by or on behalf of the Borrower or any of its Subsidiaries for all other acquisitions made by the Borrower or any of its Subsidiaries of Persons that do not become Loan Parties (including by way of merger) or of assets that do not become collateral under any Security and Guarantee Documents, shall not exceed the greater of (x) $75,000,000 (which shall automatically be increased to $150,000,000 on the Engility Closing Date without any action by any party to the Security Documents hereto) and (y) 3.5% of Total Assets (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g5.03(j)(vi) being referred to herein as a “Permitted Acquisition”); andprovided that, notwithstanding any of the foregoing, the Engility Acquisition shall constitute a Permitted Acquisition; (hvii) in addition to investments Investments permitted by paragraphs (ai) through (gvi) above, additional investments, loans and advances by the Borrower and the its Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hvii) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 100,000,000 in the aggregate; (viii) in addition to Investments permitted by paragraphs (i) through (vii) above, additional investments, loans and advances by the Borrower and its Subsidiaries so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the Borrower would be in compliance with the covenant set forth in Section 5.05, after giving pro forma effect to such investment, loan or advance and the pro forma adjustments described in Section 1.07 and (3) on a pro forma basis after giving effect to such investment, loan or advance and the pro forma adjustments described in Section 1.07, the Leverage Ratio is equal to or less than 3.00 to 1.00; (ix) the Borrower and each of its Subsidiaries may make Investments in an aggregate amount not to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower or such Subsidiary elects to apply to this Section 5.03(j)(ix), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that before and after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (x) Investments relating to any Receivables Subsidiary that, in the good faith determination of the Borrower, are necessary or advisable to effect a Receivables Facility or any repurchases or other transactions in connection therewith; (xi) Non-speculative Investments consisting of Hedge Agreements permitted hereunder; (xii) Investments arising directly out of the receipt by the Borrower or any of its Subsidiaries of non-cash consideration for any Disposition permitted under Section 5.03(n); provided that such non-cash considering shall in no event exceed 25% of the total consideration received for such sale; (xiii) Investments resulting from pledges and deposits referred to in clauses (c) and (d) of the “Permitted Liens” definition; (xiv) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons which do not materially interfere with the business of the Borrower and its Subsidiaries; (xv) any Investment in a Foreign Subsidiary to the extent such Investment is substantially contemporaneously repaid in full with a dividend or other distribution from such Foreign Subsidiary; (xvi) Investments in the Ordinary Course of Business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers constituent with past practices; (xvii) Advances of payroll payments to employees, or fee payments to directors or consultants, in the Ordinary Course of Business; (xviii) Investments of any Person that becomes a Subsidiary of the Borrower after the Effective Date; provided that (a) such Investments exist at the time such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary or such asset being acquired; and (xix) Investments in Raptors Merger Sub, Inc. to the extent made to effectuate the closing of the Engility Acquisition. For purposes of compliance with this Section 5.03(j), the amount of any Investment shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment but, except to the extent it would increase the Available Amount Basket, giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such other Person with respect thereto (but only to the extent that the aggregate amount of all such returns, distributions and repayments with respect to such Investment does not exceed the original amount of such Investment).

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances toto or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in, or the acquisition of all or any substantial part of the assets of (each, an "Investment"), any other person, except: (a) Investments made pursuant to the Transactions; (i) investments Investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof or any Subsidiary in the Equity Interests of the Borrower and the Subsidiaries, or any Subsidiary; (ii) additional investments by Holdings, intercompany loans from the Borrower and the Subsidiaries in the Equity Interests of or any Subsidiary to the Borrower and the Subsidiaries or any Subsidiary; and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in Guarantees by the aggregateBorrower or any Subsidiary Loan Party of Indebtedness otherwise expressly permitted hereunder of the Borrower or any Subsidiary; provided that the sum of (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets Investments (as defined in valued at the Guarantee time of the making thereof and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard giving effect to any write-downs or write-offs thereof) after the Closing Date by the Loan Parties pursuant to clause (i) in Subsidiaries that are not Subsidiary Loan Parties, plus (B) net intercompany loans after the Closing Date to Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (ii), plus (C) Guarantees of such investmentsIndebtedness after the Closing Date of Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (iii), loans and advances) shall not exceed an aggregate net amount equal to (x) $12,000,000 at 25.0 million (plus any time outstanding; return of capital (to the extent received by Borrower or a Subsidiary Loan Party in cash) in respect of investments made pursuant to this paragraph (b)); plus (y) Permitted Investmentsthe portion, if any, of the Available Investment Basket Amount on the date of such election that the Borrower elects to apply to this Section 6.04(b)(y); (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to HoldingsPermitted Investments, the Borrower or any other Subsidiary; provided Investments that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) abovewere Permitted Investments when made; (d) Investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the sale of assets permitted under Section 6.05; (e) (i) loans and advances to employees or consultants of the Borrower or any Subsidiary in the ordinary course of business not to exceed $2.5 million in the aggregate at any time outstanding (calculated without regard to write-downs or write-offs thereof) and (ii) advances of payroll payments and expenses to employees in the ordinary course of business; (f) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (g) Swap Agreements permitted pursuant to Section 6.13; (h) Investments existing on, or contractually committed as of, the Closing Date and set forth on Schedule 6.04; (i) Investments resulting from pledges and deposits referred to in Sections 6.02(f) and (g); (j) other Investments by the Borrower or any Subsidiary in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed (i) the greater of $50.0 million and 4.25% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 5.04 (plus any returns of capital actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (j)) plus (ii) the portion, if any, of the Available Investment Basket Amount on the date of such election that the Borrower elects to apply to this Section 6.04(j)(ii); (k) Investments constituting Permitted Business Acquisitions; (l) intercompany loans between Foreign Subsidiaries and Guarantees permitted by Section 6.01(l); (m) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. PurchaseBorrower shall not, hold and shall not cause or acquire permit any Equity InterestsSubsidiary to, evidences of indebtedness directly or other securities ofindirectly, make or permit to exist any loans or advances toinvestment in, or make or permit accrue loans or advances to exist any investment Person, through the direct or any other interest inindirect lending of money, any other personholding of securities or otherwise, exceptexcept for the following: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held So long as no Default or Event of Default shall have occurred and be continuing or would result after giving effect thereto, intercompany loans by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Material Subsidiary and made or by any Subsidiary to Holdings, the Borrower or any other SubsidiaryBorrower; provided that in the case of intercompany loans to any such Subsidiary: (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances solely in the ordinary course of business to their respective employees so long as for the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs working capital needs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related Capital Expenditures made or committed to purchases from foreign suppliers; (g) by such Subsidiary solely in the Borrower or any Subsidiary may acquire all or substantially all the assets ordinary course of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiaryits business; (ii) at the Acquired Entity time such intercompany loans are to be made, those intercompany loans together with cash on hand or on deposit held by such Subsidiary shall be in a similar or reasonably related or incidental line not exceed the cash needs of business that Subsidiary for working capital and Capital Expenditures which it is contractually obligated to those of the Borrower and the Subsidiaries as conducted pay during the current and most recently concluded calendar yearperiod of ten (10) consecutive days following any date of determination; and (iii) at such intercompany loans shall be reflected on the time books and records of Borrower and shall be summarized in the monthly financial statements delivered to Agent in accordance herewith (collectively, "Intercompany Loans"). (B) Investments in Subsidiaries permitted in accordance with Section 6.1 hereof. (C) Loans to employees permitted in accordance with Section 6.4 hereof. (D) Investments in Foreign Subsidiaries arising from the contribution to capital of Intercompany Loans owing by such Foreign Subsidiaries to the extent necessary (i) to comply with the capitalization requirements of the laws of the jurisdictions in which such Subsidiaries are incorporated and (ii) for tax planning purposes; provided, that the amount of such transaction Investments in Foreign Subsidiaries made after the date hereof for tax planning purposes shall not exceed $20,000,000 in the aggregate. (AE) both before and after giving effect thereto, Investments by Borrower in its Subsidiaries as in existence on the Closing Date. (F) So long as no Default or Event of Default shall have occurred and be continuing, Borrower and its Subsidiaries may invest in (i) short term obligations of, or fully guaranteed by, the United States government; (Bii) the Borrower would be commercial paper rated A-1 or better by Standard and Poors or P-1 or better by Moody's; or (iii) certificates of deposit issued by or time deposits with commercial banks having capital and surplus in compliance with the covenant excess of $100,000,000 and no set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the off rights against Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower for normal and customary service charges or any wholly owned Subsidiary) shall have executed and delivered returned checks), but, in each case with respect to Domestic Subsidiaries, only to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs extent necessary (a) through to invest funds overnight that are not swept from Borrower's and its Domestic Subsidiaries' cash management systems maintained in accordance with Schedule C, (gb) above, additional investments, loans and advances by to the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned extent necessary to invest funds which are permitted to be maintained in bank accounts under Section 6.20(ii) or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.6.20

Investments, Loans and Advances. PurchaseExcept as scheduled on Disclosure Schedule (6.2) or otherwise expressly permitted by this Section 6, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or no Credit Party shall make or permit to exist any investment or any other interest in, any other personor make, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not accrue or permit to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) exist loans or advances made by of money to, any Person, through the Borrower to any Subsidiary and made by any Subsidiary to Holdingsdirect or indirect lending of money, the Borrower holding of securities or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause otherwise, except that: (a) above; (d) Borrowers may hold investments received in connection with the bankruptcy or reorganization ofcomprised of notes payable, or stock or other securities issued by Account Debtors to any Borrower pursuant to negotiated agreements with respect to settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances such Account Debtor's Accounts in the ordinary course of business in addition to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required those certain Accounts settled by Section 5.12 or Borrowers prior to the Closing Date and described in Disclosure Schedule (6.2) and (ii) are not speculative those certain notes payable received by Borrowers in nature connection with the disposition of assets pursuant to Section 6.8(e) and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”f); provided that (b) each Credit Party may (i) such acquisition was maintain its existing investments, receive additional investments, and make investments in those certain entities described in Disclosure Schedule (6.2) of not preceded by an unsolicited tender offer for such Equity Interests bymore than $1,000,000, or proxy contest initiated byin addition to the amount of investments set forth on Disclosure Schedule (6.2), Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be make investments in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar yearany other Credit Party; and (iii) at the time make advances to growers of agricultural products provided such transaction advances are: (A) both before consistent with such Credit Party's prior practices and after giving effect theretomade solely for the purpose of financing inputs required by such growers to grow, no Default or Event of Default shall have occurred harvest and be continuing; ship crops, (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) grower shall have executed and delivered to the Collateral Agent a consent and waiver such Credit Party an agreement evidencing such Indebtedness which agreement shall be in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity and shall be pledged and delivered to become a Subsidiary Guarantor hereunder and a party Agent pursuant to the applicable Pledge Agreement or Security Documents Agreement as additional collateral security for the Obligations, and (C) not more than $10,000,000 in the aggregate at any time, of which, not more than $4,000,000 at any time shall be made by Country Best-DxXxxxx LLC, and (c) so long as no Default or Event of Default has occurred and is continuing and there is no outstanding Revolving Loan balance, Borrowers may make investments, subject to Control Letters in favor of Agent for the benefit of Lenders or otherwise subject to a perfected security interest in favor of Agent for the benefit of Lenders, in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Ratings Group or Mxxxx'x Investors Service, Inc., (iii) certificates of deposit maturing no more than one year from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $300,000,000 and having a senior unsecured rating of "A" or better by a nationally recognized rating agency (an Acquired Entity meeting all "A Rated Bank"), (iv) time deposits maturing no more than 30 days from the criteria date of this Section 6.04(gcreation thereof with A Rated Banks and (v) being referred to herein as a “Permitted Acquisition”); and mutual funds that invest solely in one or more of the investments described in clauses (h) in addition to investments permitted by paragraphs (ai) through (giv) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as (e) other investments not exceeding $100,000 in the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to at any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregatetime outstanding.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (a) (i) investments by HoldingsParent, the Borrower and the Subsidiaries existing on the date hereof Restatement Date in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by HoldingsParent, the Borrower and the Subsidiaries in the Equity Interests of Borrower and the Subsidiaries and any Unrestricted Subsidiaries and (iii) additional investments by Parent, the Borrower and the Subsidiaries and in Permitted Joint Ventures (iii) subject to the limitations on such investments in STR India Pvt. Ltd. in an amount not referred to exceed $5,000,000 in the aggregatedefinition of the term “Permitted Joint Ventures”); provided that (Ax) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the extent required by Section 5.12 and the Guarantee and Collateral Agreement and (subject y) any such investments made pursuant to clause (ii) above made by a Loan Party to a Subsidiary that is not a Loan Party, or made by Parent, the limitations applicable Borrower or any Subsidiary to voting stock an Unrestricted Subsidiary, may only be made if (A) no Default or Event of a Foreign Subsidiary referred to therein) Default shall have occurred and be continuing and (B) the aggregate amount of all such investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Subsidiaries that are not Loan Parties Parties, or by Parent, the Borrower or any Subsidiary in an Unrestricted Subsidiary and outstanding at any time (determined without regard to any write-downs or write-offs thereof, and valued net in the case of such investments, intercompany loans and advancestransferred liabilities) shall not exceed $12,000,000 500,000,000 plus the amount of dividends, distributions and other returns of capital actually received in cash by any Loan Party with respect to any such investments; for purposes of the foregoing, if the Borrower designates a Subsidiary as an Unrestricted Subsidiary in accordance with the definition of the term “Unrestricted Subsidiary”, the Borrower will be deemed to have made an investment at any that time outstandingin the resulting Unrestricted Subsidiary in an aggregate amount equal to the fair market value of the net assets of such Unrestricted Subsidiary; (b) Permitted Investments; (c) (i) loans or advances in respect of intercompany accounts attributable to the operation of the Borrower’s cash management system (including with respect to intercompany self-insurance arrangements), (ii) loans or advances made by the Borrower or any of the Subsidiaries to a Permitted Syndication Subsidiary for working capital needs evidenced by a promissory note that is pledged to the Collateral Agent so long as such loans or advances constitute Indebtedness of the primary obligor that is not subordinate to any other Indebtedness of such obligor, and (iii) loans or advances made by Parent to the Borrower or any Subsidiary, the Borrower to Parent or any Subsidiary and made by any Subsidiary to HoldingsParent, the Borrower or any other Subsidiary; provided provided, however, that (ix) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note shall be pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement (and (ii) the amount of any such loans and advances made by a Loan Parties Party to Subsidiaries a Subsidiary that are is not a Loan Parties Party shall be so evidenced and pledged) and (y) any such loan or advance made by a Loan Party to a Subsidiary that is not a Loan Party or by Parent, the Borrower or any Subsidiary to an Unrestricted Subsidiary shall be subject to the limitation set forth requirements and limitations described in clause (ay) aboveof the first proviso to Section 6.04(a), except to the extent that (1) such loan or advance shall be secured by a fully perfected, first-priority Lien on substantially all of the assets of the recipient of such loan or advance and its subsidiaries (in each case of a type that would have constituted Collateral if such recipient were party to the applicable Security Documents) and (2) such Lien is collaterally assigned to the Collateral Agent for the benefit of the Secured Parties, all on terms reasonably satisfactory to the Collateral Agent; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as employees, officers, consultants and agents (including payroll advances, travel and entertainment advances and relocation loans in the aggregate principal amount thereof at ordinary course of business to employees, officers and agents of the Borrower or any time outstanding such Subsidiary (determined without regard or to any write-downs physician or write-offs of such loans and advances) shall not exceed $2,000,000other health care professional associated with or agreeing to become associated with Parent, the Borrower or any Subsidiary or any Hospital owned or leased or operated by the Borrower or any Subsidiary (“Health Care Associates”))); (f) Guarantees to third parties made in the ordinary course of business in connection with the relocation of employees or agents of Health Care Associates of the Borrower or any of the Subsidiaries; (g) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (gh) the Borrower or any Subsidiary may acquire (including by any lease that contains upfront payments and/or buyout options) all or substantially all the assets of a person or line of business of such person, or not less directly acquire and beneficially own (and retain the right to vote) more than 8550% of the aggregate ordinary voting power and aggregate equity value represented by the outstanding capital stock or other Equity Interests (of any acquired or newly formed corporation or other than directors’ qualifying shares) entity that acquires or leases such person, division or line of a person business (referred to herein as the “Acquired Entity”); provided that (i) as of the consummation thereof, such acquisition was not preceded shall have been approved by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiaryboard of directors of the Acquired Entity; (ii) the Acquired Entity shall be in a similar similar, related, incidental or reasonably related or incidental complementary line of business to those as that of the Borrower and the Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto[reserved], no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g6.04(h) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not exceed $500,000,000 in the aggregate exceed (excluding the total consideration paid in respect of Permitted Acquisitions listed on Schedule 6.04(h) and consideration consisting of, or funded with the proceeds of, Qualified Capital Stock and excluding any acquisition for total consideration of no more than $50,000,000 150,000,000), then the Borrower would be in compliance with the covenant set forth in Section 6.13 on the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(h) occurring after such period) as if such transaction had occurred as of the first day of such period, (C) immediately after giving effect to any such acquisition and any related transaction, the Payment Conditions shall be satisfied, (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.12 and the Security Documents; and (v) if Documents within a period after consummation of such transaction agreed to by the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein Administrative Agent (other than any Captive Insurance Subsidiary), and (E) the Borrower or any wholly owned Subsidiary) aggregate consideration paid in connection with all such acquisitions of Acquired Entities that become Foreign Subsidiaries (or, in the case of an acquisition of assets, such assets are not directly acquired by Loan Parties), shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents not exceed $300,000,000 (any acquisition of an Acquired Entity meeting all the applicable criteria of this Section 6.04(g6.04(h) being referred to herein as a “Permitted Acquisition”); it being understood and agreed that, in connection with any Permitted Acquisition in which the Borrower or any Loan Party acquires Accounts (including self-pay Accounts) in excess of $50,000,000 in the aggregate, such acquired Accounts shall not constitute Eligible Accounts or Eligible Self-Pay Accounts until such time as a field examination, in form and substance satisfactory to the Administrative Agent in its Permitted Credit Judgment, shall have been completed with respect to such acquired Accounts; (i) Permitted Joint Ventures; (j) investments in a Permitted Syndication Subsidiary in connection with a Permitted Syndication Transaction made pursuant to Section 6.05(b); (k) [reserved]; (l) the Borrower or any of the Subsidiaries may acquire and hold Accounts owing to it or Parent, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (m) investments to the extent that payment for such investments is made with issuances of or the cash proceeds from the issuance of Equity Interests of Parent; (n) extensions of trade credit and purchases of equipment and inventory in the ordinary course of business; (o) loans and advances to Parent in lieu of, and not in excess of the amount of, dividends to the extent permitted to be made to Parent in accordance with Section 6.06; (p) investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (q) investments by Parent, the Borrower and the Subsidiaries in any Captive Insurance Subsidiary in an aggregate amount not to exceed 150% of the minimum amount of capital required under the laws of the jurisdiction in which such Captive Insurance Subsidiary is formed (plus any excess capital generated as a result of any such prior investment that would result in an unfavorable tax or reimbursement impact if distributed), and other investments in any Captive Insurance Subsidiary to cover reasonable general corporate and overhead expenses of such Captive Insurance Subsidiary; (r) investments by any Captive Insurance Subsidiary; (s) investments in any Captive Insurance Subsidiary in connection with a push down by the Borrower of insurance reserves; (t) investments held by a person (including by way of acquisition, merger or consolidation) after the Restatement Date otherwise in accordance with this Section 6.04 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 acquisition, merger or consolidation; (u) investments in minority interests existing on the Restatement Date; (v) the contribution or other transfer of property to any Spinout Subsidiary in connection with a Spinout Transaction and investments received in connection with a Spinout Transaction; (w) investments representing the non-cash portion of the consideration received for an Asset Sale or other asset disposition permitted under Section 6.05; (x) [reserved]; (y) other Investments so long as at the time such Investment is made and after giving effect thereto, the Payment Conditions shall be satisfied; and (hz) in addition to investments permitted by paragraphs (a) through (gy) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate outstanding amount investedof investments, loaned or advanced loans and advances pursuant to this paragraph (hz) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 200,000,000 plus the amount of dividends, distributions and other returns of capital actually received in cash by any Loan Party or any of its Subsidiaries in respect of investments made in reliance on this paragraph (z) in the aggregateaggregate at any time. It is understood and agreed that, in the event that any investment is made by the Borrower or any Subsidiary in any person through substantially concurrent interim transfers of any amount through one or more other Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of this Section 6.04.

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger or amalgamation with a Person that is not a Subsidiary immediately prior to such merger) any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances to(other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries, which cash management operations shall not extend to any other Person) to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in(each, an “Investment”), in any other personPerson, except: (a) Investments (including, but not limited to, Investments in Equity Interests, intercompany loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) by (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Subsidiaries that are not Loan Parties in an aggregate amount (determined valued at the time of the making thereof and without regard giving effect to any write-downs or write-offs thereof) not to exceed an amount equal to the sum of, without duplication, U.S. $50,000,000 plus any return of such investmentscapital actually received by the respective investors in respect of investments previously made by them pursuant to this clause 6.04(a)(i) plus, loans an amount equal to the fair market value of any assets or property that is contributed or transferred from any Subsidiary that is not a Loan Party to any Loan Party from and advancesafter the Closing Date and (ii) shall not exceed $12,000,000 at any time outstandingLoan Parties in other Loan Parties; (b) Permitted InvestmentsInvestments and Investments that were Permitted Investments when made; (c) loans or advances made Investments arising out of the receipt by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that of its Subsidiaries of noncash consideration for the sale of assets permitted under Section 6.05; (d) (i) any such loans and advances to employees of the Borrower or any of its Subsidiaries not to exceed U.S. $10,000,000 in the aggregate at any time outstanding (calculated without regard to write-downs or write-offs thereof) and (ii) advances of payroll payments and expenses to employees of the Borrower or any of its Subsidiaries; (e) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (f) Swap Agreements permitted pursuant to Section 6.12; (g) Investments existing on the Closing Date and set forth on Schedule 6.04; (h) Investments resulting from pledges and deposits referred to in Section 6.02(f), (g) and (dd); (i) so long as immediately before and after giving effect to such Investment no Default or Event of Default has occurred and is continuing, other Investments by a Loan Party the Borrower and its Subsidiaries in an aggregate amount at any time outstanding (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof or any increases in value thereof) not to exceed the greater of U.S. $100,000,000 and 5.0% of Consolidated Total Assets; (j) Investments constituting Permitted Business Acquisitions, so long as any Person acquired in connection with such Permitted Business Acquisitions and each of such Person’s Subsidiaries guarantees the Obligations to the extent required by Section 5.10; (k) additional Investments to the extent made with proceeds of Equity Interests of the Borrower or capital contributions; (l) Investments (including, but not limited to, Investments in Equity Interests, intercompany loans, and Guarantees of Indebtedness otherwise expressly permitted hereunder) by Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by in any Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) aboveParty or other Subsidiaries; (dm) investments reserved; (n) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, Subsidiaries and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided provided, that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advancesadvances but taking into account repayments, redemptions, return of capital, etc.) under this clause (ii) shall not exceed $12,000,000 at any time outstanding; outstanding the sum of (bv) Permitted Investments; $10,000,000, (cw) loans or advances made by the Borrower principal amount of any loan the proceeds of which are used to any Subsidiary and made by any Subsidiary fund Capital Expenditures in an aggregate amount not to Holdingsexceed $5,000,000 (provided, the Borrower or any other Subsidiary; provided that (i) any such loans and advances loan made by a Loan Party to Subsidiaries a Subsidiary that are is not a Loan Parties shall Party must have a maturity of no greater than, and must be evidenced repaid within, two (2) years from the date of issuance), (x) the principal amount of any dividend by a Subsidiary that is not a Loan Party to a Loan Party made in the form of a promissory note pledged payable by such Subsidiary that is not a Loan Party to such Loan Party (provided, that, in connection with the Collateral Agent for the ratable benefit issuance of the Secured Parties pursuant such promissory note, no loans, advances or other payments were made by such Loan Party to the Guarantee and Collateral Agreement and such Subsidiary that is not a Loan Party), (iiy) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection any investment or principal amount of any advance funded with the bankruptcy or reorganization of, or settlement proceeds of delinquent accounts Equity Interests issued by Holdings and disputes with, customers and suppliers, in each case in the ordinary course of business; (ez) the Borrower and the Subsidiaries may make loans and advances in the ordinary course amount of business to their respective employees so long as the aggregate any investment or principal amount thereof at of any time outstanding advance the proceeds of which are used to fund a Permitted Acquisition or the HealthScribe Acquisition and which such Loan Party obtained through items (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (aI) through (gIV) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.Section 6.4(g)(iii)(D);

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, Subsidiaries and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held by a Collateral Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations or other applicable to voting stock of a Foreign Subsidiary referred to therein) Security Document and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Collateral Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) ), excluding the amount of L-06 Investments, shall not exceed $12,000,000 5,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Collateral Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties (subject to the Lien priorities set forth in the Intercreditor Agreement) pursuant to the Guarantee and Collateral Agreement or other applicable Security Document and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Collateral Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) L-06 Investments; (e) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (ef) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0001,000,000 at any time; (fg) the Borrower and the Subsidiaries or any Subsidiary may enter into Hedging Agreements that (i) are required by Section 5.12 5.10 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (gh) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”)Permitted Business Investments; provided that (i) such acquisition was the aggregate amount of Permitted Business Investments in any fiscal year does not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; exceed $10,000,000 and (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Event of Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and; (hi) in addition to investments permitted by paragraphs (a) through (gh) above, additional investments, loans and advances by the Borrower and the Subsidiaries (other than investments, loans and advances to Subsidiaries that are not Collateral Loan Parties) so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hi) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 5,000,000 in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger, consolidation or amalgamation with a person that is not a Wholly Owned Subsidiary immediately prior to such merger, consolidation or amalgamation) any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances toto or Guarantees of the obligations of, or make or permit to exist any investment or any other interest inin (each, an “Investment”), any other person, except: (a) the Transactions (including payment of the purchase consideration under the Purchase Agreement and the Contribution); (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof Investments in the Equity Interests of Borrower Holdco, the Borrower and the Subsidiariesor any other Subsidiary, (ii) additional investments by Holdingsintercompany loans to Borrower Holdco, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries or any other Subsidiary and (iii) investments Guarantees of Indebtedness expressly permitted hereunder; provided that in STR India Pvt. Ltd. the case of an Investment by Borrower Holdco or any of its Subsidiaries in a Subsidiary that is not a Subsidiary Loan Party, at the time such Investment is made, no Event of Default shall have occurred and be continuing; provided further, that the sum of (A) Investments (valued at the time of the making thereof and without giving effect to any write downs or write offs thereof) made after the Closing Date in Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (i) plus (B) intercompany loans made after the Closing Date to Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (ii) plus (C) Guarantees of Indebtedness after the Closing Date of Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (iii) shall not exceed an aggregate net amount equal to the greater of (1) $30.0 million and (2) 2.25% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such Investment for which Required Financial Statements have been delivered pursuant to Section 5.04; provided, further, that (x) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of Borrower Holdco or any of its Subsidiaries and (y) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-overs or extensions of terms) and made in the ordinary course of business consistent with past practice shall not be included in calculating the limitation in this clause (b) at any time; (c) Permitted Investments and Investments that were Permitted Investments when made; (d) Investments arising out of the receipt by Borrower Holdco or any of its Subsidiaries of non-cash consideration for the sale of assets permitted under Section 6.05; (e) loans and advances to officers, directors, employees or consultants of any Parent Entity, Borrower Holdco or any of its Subsidiaries (i) not to exceed $5,000,000 10.0 million in the aggregate; provided that aggregate at any time outstanding (Acalculated without regard to write downs or write offs thereof), (ii) any such in respect of payroll payments and expenses in the ordinary course of business or (iii) in connection with the purchase of Equity Interests held by a Loan Party other than Equity Interests of any Parent Entity solely to the extent that the amount of such loans and advances shall be contributed to Borrower Holdco or any of its Subsidiaries in Excluded Assets cash as common equity; (as defined f) accounts receivable, security deposits and prepayments arising and trade credit granted in the Guarantee ordinary course of business and Collateral Agreement) shall be pledged pursuant any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the Guarantee extent reasonably necessary in order to prevent or limit loss and Collateral Agreement any prepayments and other credits to suppliers made in the ordinary course of business; (subject to g) Hedge Agreements; (h) Investments existing on, or contractually committed as of, the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) Closing Date and (B) set forth on Schedule 6.04 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of investments made after all Investments pursuant to this clause (h) is not increased at any time above the amount of such Investments existing or committed on the Closing Date (other than pursuant to clause (iii) above) an increase as required by Loan Parties in, and loans and advances made after the terms of any such Investment as in existence on the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingDate); (bi) Permitted InvestmentsInvestments resulting from pledges and deposits under Sections 6.02(a), (f), (g), (k), (q), (r), (t) and (bb); (cj) loans other Investments in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write downs or advances write offs thereof) not to exceed (i) the greater of (A) $40.0 million and (B) 3.25% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such Investment for which Required Financial Statements have been delivered pursuant to Section 5.04 (plus any returns of capital actually received by the respective investor in respect of Investments theretofore made by the Borrower it pursuant to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiarythis clause (j)); provided that if any Investment pursuant to this clause (ij) is made in any such loans and advances made by person that is not a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to Subsidiary at the Collateral Agent for the ratable benefit date of the Secured Parties making of such Investment and such person thereafter becomes a Subsidiary pursuant to the Guarantee and Collateral Agreement and (ii) another Investment, the amount of which, when taken together with the amount of the prior Investment, would be permitted under another provision of this Section 6.04, then any Investment in such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in person outstanding under this clause (aj) aboveshall thereafter be deemed to have been made pursuant to such other provision and shall cease to have been made pursuant to this clause (j) for so long as such person continues to be a Subsidiary; (dk) investments Investments constituting Permitted Business Acquisitions; (l) intercompany loans among Foreign Subsidiaries and Guarantees by Foreign Subsidiaries permitted by Section 6.01(m); (m) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business; (e) the business and Investments acquired as a result of a foreclosure by Borrower and the Holdco or any of its Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard with respect to any write-downs secured Investments or write-offs other transfer of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance title with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and respect to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described secured Investment in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.default;

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or enter into any Hedging Agreement with, any other personperson (collectively, “Investments”), except: (ia) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests Permitted Investments; (b) Investments as of the Borrower Closing Date in Holdings or any Restricted Subsidiary and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments Investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances in Holdings or any Restricted Subsidiary; provided that the aggregate amount of Investments made after the Closing Date by Loan Parties toin, and Guarantees by Loan Parties of Indebtedness or other obligations of, Restricted Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advancesInvestments) shall not exceed $12,000,000 at 25,000,000 in any time outstanding; fiscal year; provided that, for purposes of determining compliance with the foregoing annual limitation as of any date, the amount of each Investment made on or prior to such date that is subject to such limitation shall be deemed reduced (bto not less than zero) Permitted Investmentsby the aggregate amount of cash, dividends or other distributions returned to the applicable Loan Party in respect of such Investment prior to the date of determination; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) aboveCapital Expenditures; (d) investments received after the Exit Facility Conversion Date, (i) Loans and advances to officers, directors and employees of Holdings and the Restricted Subsidiaries made in connection the ordinary course of business in an aggregate principal amount not to exceed $10,000,000 in the aggregate (calculated without regard to write-downs or write-offs thereof); provided that any such loans with a principal amount in excess of $2,000,000 shall be approved by the bankruptcy or reorganization of, or settlement board of delinquent accounts directors of Holdings and disputes with, customers (ii) advances of payroll payments and suppliers, in each case expenses to employees in the ordinary course of business; (e) after the Borrower Exit Facility Conversion Date, Permitted Acquisitions; (f) (i) any Investment acquired by a Loan Party (x) in exchange for any other Investment or accounts receivable held by a Loan Party in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Person in which such other Investment is made or which is the obligor with respect to such accounts receivable, (y) as a result of a foreclosure by a Loan Party with respect to any secured Investment or other transfer of title with respect to any secured Investment in default or (z) as a result of litigation, arbitration or other disputes with Persons who are not Affiliates, (ii) accounts receivable arising and the Subsidiaries may make loans and advances trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to their respective employees so long as the extent reasonably necessary in order to prevent or limit loss and (iii) prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of Holdings and the Restricted Subsidiaries; (g) after the Exit Facility Conversion Date, Investments in an aggregate principal amount thereof not to exceed $50,000,000 at any time outstanding (valued at the time of the making thereof and determined after giving effect to returns representing a return of capital thereon but without regard to any write-downs offs or write-offs of such loans and advances) shall not exceed $2,000,000;downs) (fh) the Borrower Holdings and the Restricted Subsidiaries may enter into and perform their obligations under Hedging Agreements that or other derivative instruments entered into in the ordinary course of business and so long as any such Hedging Agreement or other derivative instrument is not speculative in nature; (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations Investments existing as of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersClosing Date and set forth in Schedule 6.04; (gj) Investments arising out of the receipt by Holdings or any Restricted Subsidiary of non-cash consideration with respect to sales of assets permitted under Section 6.05; provided that such consideration (if the stated amount or value thereof is in excess of $1,000,000) is pledged upon receipt pursuant to the Guarantee and Collateral Agreement to the extent required thereby; (k) Investments resulting from pledges and deposits referred to in Section 6.02; (l) the Borrower acquisition, or any Subsidiary may acquire all or substantially all acquisition by license, of the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”)Global Scholar Business; provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) acquisition, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be continuing and all persons in compliance with the covenant set forth in Sections 6.11 which Holdings or any Restricted Subsidiary shall hold any Investment as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day a result of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, comply with the applicable provisions of Section 5.11 5.12 and the Security Documents; (m) loans and advances to current and former senior management permitted pursuant to Section 6.07(g); (n) Investments in the ordinary course of business consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing, joint development or similar arrangements with other Persons; (o) any advances, loans, extensions of credit to suppliers, customers and vendors or other Investments in receivables owing to a Loan Party, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; and provided, however, that such trade terms may include such concessionary trade terms as such Loan Party deems reasonable under the circumstances; (vp) if Investments in Houghton Mifflin PLC in an amount not to exceed £8,000,000 in the Acquired Entity would aggregate to comply with UK pension regulation requirements; provided, that the Loan Parties will use their best efforts to minimize the amounts of such Investment; (q) after the Exit Facility Conversion Date, Investments in Restricted Subsidiaries that are not constitute Loan Parties or a wholly owned series of Investments from one Restricted Subsidiary to another solely to provide a Restricted Subsidiary that is consummating a Permitted Acquisition with funds to pay the consideration in respect thereof in an aggregate amount not to exceed the amount of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”)consideration; and (hr) Investments in addition to investments permitted HMH IP Company in the ordinary course of business in respect of operating expenses of HMH IP Company and other expenses incurred by paragraphs (a) through (g) above, additional investments, loans and advances HMH IP Company in connection with the digital development of Intellectual Property owned by the Borrower Loan Parties; provided that the amounts of such Investments shall be no more than amounts that would be otherwise payable to an unaffiliated third party providing such digital development services and the Subsidiaries so long as in the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does shall not exceed $6,000,000 100,000,000 in the aggregateany fiscal year.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower Subsidiaries and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Security Agreement or each other applicable Security Document (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 2,500,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Security Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause paragraph (a) aboveof this Section; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) to the extent permitted by applicable law, the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective directors, officers and employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0001,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business or division of such person, or not less than 85100% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be a going concern, shall be in a similar or reasonably related or incidental line of business to those as that of the Borrower and the Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iii) the Acquired Entity is located, and substantially all of its operations are conducted, in the United States of America; (iv) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; , (B) the Borrower Leverage Ratio on a Pro Forma Basis would not be greater than the Leverage Ratio in compliance with effect on the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been deliveredClosing Date, after giving pro forma effect to the Transactions, and (C) after giving effect to such transaction acquisition, there must be at least $5,000,000 of unused and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 available Revolving Credit Commitments, and (Dv) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial OfficerOfficer of the Borrower confirming compliance with clauses (i) through (iv) above, certifying as to together with all relevant financial information for the foregoing Acquired Entity and containing reasonably detailed calculations demonstrating satisfaction of the requirements set forth in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and clause (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents above (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) paragraph being referred to herein as a “Permitted Acquisition”); (h) the Borrower and its Subsidiaries may acquire and hold non-cash consideration issued by the purchaser of assets in connection with a sale of such assets to the extent permitted by Section 6.05; (i) investments, loans and advances existing on the date hereof and set forth in Schedule 6.04; and (hj) in addition to investments permitted by paragraphs (a) through (gi) aboveof this Section, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) clause (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 15,000,000 in the aggregateaggregate at any time outstanding, and none of (i) any investment specifically consented to by the Required Lenders, (ii) any investment in a person that subsequently becomes a wholly-owned Subsidiary in a transaction constituting a Permitted Acquisition or (iii) any investment that is subsequently sold (to the extent of the net cash proceeds of such sale) shall count toward such $15,000,000 amount.

Investments, Loans and Advances. PurchaseThe Borrower will not (and will not permit any of its Subsidiaries to) make, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other personInvestments, except: (i) investments (a) Investments by Holdings, the Borrower and the its Subsidiaries existing on the date hereof Effective Date in the Equity Interests any Subsidiary of the Borrower and the Subsidiaries, (iib) additional investments Investments by Holdings, the Borrower and the its Subsidiaries in the Equity Interests Borrower or any of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateits Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments Investments made after the Closing Effective Date (other than pursuant to clause (iii) above) by in Subsidiaries of the Borrower that are not Loan Parties inParties, and taken together with loans and advances made after the Closing Effective Date by Loan Parties to, to Subsidiaries of the Borrower that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at 20,000,000 (which shall automatically be increased to $40,000,000 on the Engility Closing Date without any time outstandingaction by any party hereto); (bii) Permitted InvestmentsInvestments in cash or Cash Equivalents; (ciii) loans or advances made by the Borrower to any Subsidiary of its Subsidiaries and made by any Subsidiary of its Subsidiaries to Holdings, the Borrower or any other SubsidiarySubsidiary of the Borrower; provided that (ia) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note or global intercompany note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the any Security and Guarantee and Collateral Agreement Document and (iib) the amount of such loans and advances made by Loan Parties to any Subsidiaries of the Borrower that are not Loan Parties shall be subject to the limitation set forth in clause (ai) above; (div) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course Ordinary Course of businessBusiness; (ev) the Borrower and the its Subsidiaries may make loans and advances in the ordinary course Ordinary Course of business Business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0005,000,000 (which shall automatically be increased to $10,000,000 on the Engility Closing Date without any action by any party hereto) in any fiscal year; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (gvi) the Borrower or any Subsidiary of its Subsidiaries may acquire all or substantially all the assets of a person Person or line of business of such personPerson, or not less than 85100% of the Equity Interests (other than directors’ qualifying shares) of a person Person (referred to herein as the “Acquired Entity”); provided that (ia) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiaryof its Subsidiaries; (iib) the Acquired Entity shall be in a similar or reasonably related or incidental line of business reasonably similar, ancillary or incidental to those the business of that of the Borrower and the its Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iiic) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; , in each case at and as of the date the agreement for such acquisition is signed, (B) on the Borrower would be in compliance with date the covenant set forth in Sections 6.11 as of agreement for such acquisition is signed, the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been deliveredSenior Secured Leverage Ratio, after giving pro forma effect to such transaction acquisition and to any other event occurring after such period as to which the pro forma recalculation is appropriate (including any other transaction adjustments described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; 1.07, is equal to or less than 3.75 to 1.00, (C) at the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness time of the Acquired Entity that is assumed by the Borrower or any Subsidiary following consummation of such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) transaction, the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; , and (ivD) at the time of the consummation of such transaction, the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.03(k) and the any Security and Guarantee Documents; and (v) if provided that the Acquired Entity would not constitute a wholly owned Subsidiary total consideration paid by or on behalf of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent of its Subsidiaries for any such acquisition of a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to Person that does not become a Subsidiary Guarantor hereunder Loan Party (including by way of merger) or of assets that do not become collateral under any Security and a Guarantee Documents, when aggregated with the total consideration paid by or on behalf of the Borrower or any of its Subsidiaries for all other acquisitions made by the Borrower or any of its Subsidiaries of Persons that do not become Loan Parties (including by way of merger) or of assets that do not become collateral under any Security and Guarantee Documents, shall not exceed the greater of (x) $75,000,000 (which shall automatically be increased to $150,000,000 on the Engility Closing Date without any action by any party to the Security Documents hereto) and (y) 3.5% of Total Assets (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g5.03(j)(vi) being referred to herein as a “Permitted Acquisition”); andprovided that, notwithstanding any of the foregoing, the Engility Acquisition shall constitute a Permitted Acquisition; (hvii) in addition to investments Investments permitted by paragraphs (ai) through (gvi) above, additional investments, loans and advances by the Borrower and the its Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hvii) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 100,000,000 in the aggregate; (viii) in addition to Investments permitted by paragraphs (i) through (vii) above, additional investments, loans and advances by the Borrower and its Subsidiaries so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the Borrower would be in compliance with the covenant set forth in Section 5.05, after giving pro forma effect to such investment, loan or advance and the pro forma adjustments described in Section 1.07 and (3) on a pro forma basis after giving effect to such investment, loan or advance and the pro forma adjustments described in Section 1.07, the Leverage Ratio is equal to or less than 3.00 to 1.00; (ix) the Borrower and each of its Subsidiaries may make Investments in an aggregate amount not to exceed the portion, if any, of the Available Amount Basket as of such time that the Borrower or such Subsidiary elects to apply to this Section 5.03(j)(ix), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied; provided that before and after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (x) Investments relating to any Receivables Subsidiary that, in the good faith determination of the Borrower, are necessary or advisable to effect a Receivables Facility or any repurchases or other transactions in connection therewith; (xi) Non-speculative Investments consisting of Hedge Agreements permitted hereunder; (xii) Investments arising directly out of the receipt by the Borrower or any of its Subsidiaries of non-cash consideration for any Disposition permitted under Section 5.03(n); provided that such non-cash considering shall in no event exceed 25% of the total consideration received for such sale; (xiii) Investments resulting from pledges and deposits referred to in clauses (c) and (d) of the “Permitted Liens” definition; (xiv) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons which do not materially interfere with the business of the Borrower and its Subsidiaries; (xv) any Investment in a Foreign Subsidiary to the extent such Investment is substantially contemporaneously repaid in full with a dividend or other distribution from such Foreign Subsidiary; (xvi) Investments in the Ordinary Course of Business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers constituent with past practices; (xvii) Advances of payroll payments to employees, or fee payments to directors or consultants, in the Ordinary Course of Business; (xviii) Investments of any Person that becomes a Subsidiary of the Borrower after the Effective Date; provided that (a) such Investments exist at the time such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary or such asset being acquired; and (xix) Investments in Raptors Merger Sub, Inc. to the extent made to effectuate the closing of the Engility Acquisition. For purposes of compliance with this Section 5.03(j), the amount of any Investment shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment but, except to the extent it would increase the Available Amount Basket, giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such other Person with respect thereto (but only to the extent that the aggregate amount of all such returns, distributions and repayments with respect to such Investment does not exceed the original amount of such Investment).

Investments, Loans and Advances. Purchase, hold (i) Purchase or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of indebtedness Indebtedness or other securities ofof any other person, (ii) make or permit to exist any loans or advances to, to or make or permit to exist any investment or any other interest in, Guarantees of the Indebtedness of any other person, or (iii) purchase or otherwise acquire, in one transaction or a series of related transactions, (x) all or substantially all of the property and assets or business of another person or (y) assets constituting a business unit, line of business or division of such person (each of the foregoing, an “Investment”), except: (a) Guarantees permitted by Section 6.01(w) and (cc)(ii); (i) investments Investments by Holdings, the Borrower any Loan Party in any Loan Party; (ii) Investments by any Subsidiary that is not a Loan Party in any Loan Party or any Subsidiary that is not a Loan Party; (iii) other intercompany liabilities amongst Parent and the its Subsidiaries existing on the date hereof (or solely amongst its Subsidiaries) in the ordinary course of business in connection with the cash management operations of Parent and its Subsidiaries; and (iv) Investments by any Borrower or any Guarantor in any Subsidiary that is not a Loan Party consisting solely of (x) the contribution or other Disposition of Equity Interests or Indebtedness of any other Subsidiary that is not a Loan Party held directly by any Borrower or such Guarantor in exchange for Indebtedness, Equity Interests (or additional share premium or paid in capital in respect of Equity Interests) or a combination thereof of the Subsidiary to which such contribution or other Disposition is made, (y) an exchange of Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount any other Subsidiary that is not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party for Indebtedness of such Subsidiary or (z) Investments in the form of loans or other than Indebtedness of, advances to, purchases of Equity Interests in Excluded Assets (as defined in in, or contributions of cash or Permitted Investments to, any Subsidiary that is not a Loan Party; provided, that immediately following the Guarantee and Collateral Agreement) shall be pledged consummation of an Investment pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to preceding clause (iiix) aboveor (y), the Subsidiary whose, Equity Interests or Indebtedness are the subject of such Investment remains a Subsidiary; (c) Permitted Investments and Investments that were Permitted Investments when made; (d) Investments arising out of the receipt by Loan Parties in, and Parent or any Subsidiary of non-cash consideration for the Disposition of assets permitted under Section 6.05; (e) loans and advances made after to officers, directors, employees or consultants of Parent or any Subsidiary (i) in the Closing Date by Loan Parties toordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, Subsidiaries that are not Loan Parties (determined and without regard giving effect to any write-downs or write-offs of such investments, loans and advancesthereof) shall not to exceed $12,000,000 at any time outstanding10,000,000, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests of Parent; (bf) Permitted Investmentsaccounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (cg) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that Hedging Agreements entered into for non-speculative purposes; (i) Investments existing or committed, or anticipated to exist in the future, as of the Signing Date, and, (A) with respect to all such investments in an aggregate amount in excess of $35,000,000 or (B) in the case of any such loans and advances made by a Loan Party Investment anticipated on the Signing Date to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to exist in the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement future, set forth on Schedule 6.04) and (ii) Investments existing or committed, or anticipated to exist in the future, on the Spinoff Date (provided that any Investments incurred pursuant to this clause (h)(ii) shall be permitted only if the Administrative Agent consents thereto (in its reasonable discretion) and Schedule 6.04 is updated accordingly to include such Investments), and any extensions, renewals, replacements or reinvestments of Investments permitted by this clause (h), so long as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time above the amount of such loans Investment existing or committed on the Signing Date or Spinoff Date, as applicable (other than pursuant to an increase as required by the terms of any such Investment as in existence on the Signing Date or Spinoff Date, as applicable, or as otherwise permitted by this Section 6.04);(i) Investments resulting from pledges and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause deposits under Sections 6.02(f), (ag), (n), (q), (r), (dd) aboveand (ii); (dj) investments other Investments by Parent or any Subsidiary in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the sum of (X) the greater of $1,000,000,000 and 10.0% of Consolidated Total Assets when made, plus (Y) so long as no Default or Event of Default shall have occurred and be continuing and Parent shall be in Pro Forma Compliance with the Financial Covenant, any portion of the Available Amount on the date of such election that the Borrower Representative elects to apply to this Section 6.04(j)(Y) in a written notice of a Responsible Officer thereof, which notice shall set forth calculations in reasonable detail of the Available Amount immediately prior to such election and the amount thereof elected to be so applied, plus (Z) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment (excluding any returns in excess of the amount originally invested) pursuant to clause (X); provided, that if any Investment pursuant to this Section 6.04(j) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of Parent, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the provisions thereof) and not in reliance on this Section 6.04(j); (k) Investments constituting Permitted Acquisitions; (l) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by Parent or a Subsidiary as a result of a foreclosure by Parent or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (m) Investments of a Subsidiary acquired after the Signing Date or of a person merged into Parent or merged into or consolidated with a Subsidiary after the Signing Date, in each case, (i) to the extent such acquisition, merger, amalgamation or consolidation is permitted under this Section 6.04, (ii) in the case of any acquisition, merger, amalgamation or consolidation, in accordance with Section 6.05 and (iii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; (n) acquisitions by Parent or any Subsidiary of obligations of one or more officers or other employees of Parent or its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of Parent, so long as no cash is actually advanced by Parent or any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (o) Guarantees by Parent or any Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness of the kind described in clauses (b), (e), (f), (g), (h), (i), (j) or (k) of the definition thereof, in each case entered into by Parent or any Subsidiary in the ordinary course of business; (ep) Investments to the Borrower and extent that payment for such Investments is made with Qualified Equity Interests of Parent; provided, that the Subsidiaries may make loans and advances issuance of such Equity Interests are not included in any determination of the Available Amount; (q) Investments in the ordinary course of business to their respective employees consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers; (r) [reserved]; (s) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of Parent or any Subsidiary; (t) Investments by Parent and the aggregate principal Subsidiaries, if Parent or any Subsidiary would otherwise be permitted to make a Restricted Payment under Section 6.06(g) in such amount (provided, that the amount of any such Investment shall also be deemed to be a Restricted Payment under Section 6.06(g) for all purposes of this Agreement); (u) Investments consisting of transfers of Permitted Receivables Facility Assets or arising as a result of Qualified Receivables Facilities; (v) Investments consisting of the licensing or contribution of Intellectual Property pursuant to joint marketing or other similar arrangements with other persons; (w) to the extent constituting Investments, purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property in each case in the ordinary course of business; (x) [reserved]; (y) any Investment in fixed income or other assets by any Subsidiary that is a so-called “captive” insurance company (each, an “Insurance Subsidiary”) consistent with customary practices of portfolio management; (z) Investments made in connection with the Transactions; and (aa) additional Investments, so long as, at the time any such Investment is made and immediately after giving effect thereto, the Total Net Leverage Ratio on a Pro Forma Basis is not greater than 1.75 to 1.00. For purposes of determining compliance with this Section 6.04, (A) an Investment need not be permitted solely by reference to one category of permitted Investments (or any portion thereof) described in Sections 6.04(a) through (aa) but may be permitted in part under any relevant combination thereof at and (B) in the event that an Investment (or any time portion thereof) meets the criteria of one or more of the categories of permitted Investments (or any portion thereof) described in Sections 6.04(a) through (aa), the Borrower Representative may, in its sole discretion, classify or divide such Investment (or any portion thereof) in any manner that complies with this Section 6.04 and will be entitled to only include the amount and type of such Investment (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such Investment (or any portion thereof) shall be treated as having been made or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Investments described in Schedule 6.04 shall be deemed outstanding (determined without regard under Section 6.04(b) or Section 6.04(h), as applicable. Any Investment in any person other than a Loan Party that is otherwise permitted by this Section 6.04 may be made through intermediate Investments in Subsidiaries that are not Loan Parties and such intermediate Investments shall be disregarded for purposes of determining the outstanding amount of Investments pursuant to any clause set forth above. The amount of any Investment made other than in the form of cash or cash equivalents shall be the Fair Market Value thereof valued at the time of the making thereof, and without giving effect to any subsequent write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. PurchaseNo Group Member will purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances or capital contributions to, or make or permit to exist any investment or any other interest in, any other personPerson (all of the foregoing, “Investments”), except: (a) (i) investments Investments by Holdings, the Borrower Holdco and the Subsidiaries existing on the date hereof Closing Date in the Equity Interests of the Borrower Subsidiaries and any modification, replacement, renewal, reinvestment or extension thereof (provided that the Subsidiaries, amount of the original Investment is not increased except as otherwise permitted by this Section 6.05) and (ii) additional investments Investments by Holdings, the Borrower Holdco and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement Security Documents (subject to (x) the limitations applicable limitation referred to voting stock in Section 5.09(b) in the case of a any Foreign Subsidiary referred to thereinand (y) and customary prohibitions contained in the applicable joint venture agreements in the case of non-Subsidiary joint ventures), (B) the aggregate amount of investments Investments by Loan Parties in Subsidiaries that are not Subsidiary Guarantors shall not exceed $125,000,000 at any time outstanding less the amount of Investments made after the Closing Date (other than pursuant to clause (iiio) aboveof this Section 6.05 and (C) if such Investment shall be in the form of a loan or advance by a Loan Parties inParty, such loan or advance shall be unsecured and loans and advances made after subordinated to the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard Obligations pursuant to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingan Affiliate Subordination Agreement; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers customers, licensors, licensees and suppliers, in each case in the ordinary course of business; (ed) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees employees, officers and directors so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (e) Permitted Acquisitions; (f) Investments existing on the Borrower Closing Date as set forth on Schedule 6.05 and any modification, replacement, renewal, reinvestment or extension thereof (provided that the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations amount of the Borrower or any Subsidiary or original Investment is not increased except as otherwise related to purchases from foreign supplierspermitted by this Section 6.05); (g) extensions of trade credit in the Borrower or any Subsidiary may acquire all or substantially all the assets ordinary course of business; (h) Investments made as a person or line of business of such person, or not less than 85% result of the Equity Interests receipt of non-cash consideration from a sale, transfer or other disposition of any asset in compliance with Section 6.06; (other than directors’ qualifying sharesi) intercompany loans and advances to Holdings to the extent that Holdco may pay dividends to Holdings pursuant to Section 6.07 (and in lieu of a person (referred to herein as the “Acquired Entity”paying such dividends); provided that such intercompany loans and advances (i) such acquisition was not preceded by an unsolicited tender offer shall be made for such Equity Interests bythe purposes, or proxy contest initiated byand shall be subject to all the applicable limitations set forth in, Holdings, the Borrower or any Subsidiary; Section 6.07 and (ii) the Acquired Entity if made by a Loan Party, shall be in a similar or reasonably related or incidental line unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement; (j) notes from employees of business to those of the Borrower Holdco and the its Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such employees’ acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that shares of Holdings common Equity Interests so long as no cash is assumed actually advanced by the Borrower Holdings or any of its Subsidiaries in connection with any such acquisition; (k) additional Investments by Holdco and its Subsidiaries, so long as such Investments are made with the proceeds of any substantially contemporaneous issuance of Equity Interests by Holdco or any direct or indirect parent of Holdco to the extent such proceeds shall have actually been received by Holdco; (l) Investments of any Person existing at the time such Person becomes a Subsidiary following of Holdco or consolidates or merges with Holdco or any of its Subsidiaries (including, without limitation, in connection with a Permitted Acquisition) so long as such acquisition and any payments following investments were not made in contemplation of such acquisition pursuant to earn-out provisions Person becoming a Subsidiary or similar obligationsof such merger; (m) shall not investments in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate ordinary course of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions business consisting of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower endorsements for collection or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); anddeposit; (hn) in addition to investments Investments permitted by paragraphs (a) through (gm) aboveabove and (o) below, (i) additional investments, loans and advances Investments by the Borrower Holdco and the Subsidiaries so long as the aggregate amount invested, loaned loans or advanced pursuant to this paragraph (hn) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 75,000,000 in the aggregateaggregate and (ii) so long as no Default or Event of Default exists at the time of the making of any such Investment or would result therefrom, Investments in an aggregate amount that does not exceed the Applicable Amount as in effect immediately prior to the time of making of such Investment; and (o) Investments in non-Subsidiary joint ventures up to an aggregate amount of (i) $125,000,000 less (ii) the amount of Investments made as described in part (B) of the proviso to clause (a) of this Section 6.05.

Investments, Loans and Advances. PurchaseThe Credit Parties will not, hold or acquire and will not permit any Equity Interests, evidences of indebtedness or other securities ofthe Restricted Subsidiaries to, make or permit to exist remain outstanding any loans Investments in or advances to any Person, except that the foregoing restriction shall not apply to, or make or permit to exist any investment or any other interest in, any other person, except: (ia) investments by Holdings, the Borrower and the Subsidiaries Investments existing on the date hereof Effective Date set forth on Schedule 9.05. (b) 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, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss. (c) cash and Cash Equivalents. (d) Investments (i) the consideration of which consists of Equity Interests (other than Disqualified Capital Stock) of the Borrower, or warrants options or other rights to purchase or acquire Equity Interests (other than Disqualified Capital Stock) of the Borrower and the Subsidiaries, or (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 the net cash proceeds of one or more offerings of Equity Interests (other than Disqualified Capital Stock) of the Borrower (the “Qualifying Net Cash Proceeds”), in each case, to the extent not constituting a Change in Control; provided that, in the aggregate; provided that case of clause (ii) above: (A) both before, and immediately after giving effect to, any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee Investment, no Default, Event of Default or Borrowing Base Deficiency has occurred and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) is continuing or would result therefrom and (B) any such Investment is made within 90 days after the receipt by the Borrower of the Qualifying Net Cash Proceeds (provided that Qualifying Net Cash Proceeds shall be reduced on a dollar-for-dollar basis by any Restricted Payments made by the Borrower in cash during such 90 day period prior to the making of Investments with such Qualifying Net Cash Proceeds). (e) Investments (i) made by the Borrower in or to any other Person that, prior to such Investment, is a Subsidiary Guarantor; (ii) made by any Restricted Subsidiary in or to the Borrower or any other Person that, prior to such Investment, is a Subsidiary Guarantor; (iii) made by any Restricted Subsidiary that is not a Guarantor in or to the Borrower or any other Restricted Subsidiary; or (iv) made by any Credit Party in any Restricted Subsidiary that is not a Subsidiary Guarantor; provided, that the aggregate amount of investments made after the Closing Date (other than at any time outstanding pursuant to this clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advancesiv) shall not exceed $12,000,000 at any time outstanding;1,000,000. (bf) Permitted Investments;consideration (other than cash consideration) received by a Credit Party or a Restricted Subsidiary pursuant to a Disposition permitted under Section 9.11, to the extent such consideration is permitted pursuant to Section 9.11. (cg) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdingsemployees, the Borrower officers or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances directors in the ordinary course of business of the Credit Parties or the Restricted Subsidiaries, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to their respective employees exceed $2,500,000 in the aggregate at any time. (h) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Credit Parties or the Restricted Subsidiaries as a result of a bankruptcy or other insolvency proceeding of the Credit Party in respect of such debts or upon the enforcement of any Lien in favor of the Credit Parties or the Restricted Subsidiaries. (i) Investments made in connection with the purchase, lease or other acquisition of tangible assets of any Person, and Investments made in connection with the purchase, lease or other acquisition of all or substantially all of the business of any Person, or all of the Equity Interests of any Person, so long as such Person becomes a Restricted Subsidiary immediately after giving effect to such Investment, or any division, line of business or business unit of any Person (including by the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs merger or write-offs consolidation of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter Person into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”Guarantor); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or promptly complies with the requirements of Section 8.14 in connection with any Subsidiary; newly acquired Restricted Subsidiary to the extent required thereby, (ii) the Acquired Entity shall be in a similar no Default, Event of Default or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) Borrowing Base Deficiency exists both before and after giving effect theretoto any such Investment and (iii) immediately after giving effect to any such Investment, no Default or Event of Default the Pro Forma Net Leverage Ratio shall have occurred and be continuing; not exceed 3.50 to 1.00. (Bj) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required Investments permitted by Section 5.04(a9.10. (k) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect other Investments not to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not exceed in the aggregate exceed at any time outstanding an amount equal to $50,000,000 25,000,000. (l) other Investments, so long as, both before and (D) the Borrower shall have delivered a certificate of a Financial Officerimmediately after giving effect thereto, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary each of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein RP/Investment Conditions is satisfied. (other than the Borrower or m) any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this guarantee permitted under Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate9.02.

Investments, Loans and Advances. PurchaseNone of the Consolidated Parties will purchase, hold or acquire any Equity InterestsCapital Stock, evidences of indebtedness or other securities of, make or permit to exist any loans loans, extensions of credit or advances to, make guarantees in favor of, or make or permit to exist any investment other investment, capital contribution or any other interest in, any other person, except: (ia) equity investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof Effective Date by the Borrower in Subsidiaries that are listed on Schedule 6.04; (b) loans and advances made after the Equity Interests Effective Date by the Borrower or any Wholly Owned Subsidiary to Wholly Owned Subsidiaries or by any Subsidiary to the Borrower; PROVIDED, THAT, any such loan or advance (i) is evidenced by an Intercompany Note pledged and delivered to the Agent on behalf of the Borrower and Secured Parties pursuant to the SubsidiariesPledge Agreement, (ii) additional investments by Holdingsin 67 the case of loans and advances to a Wholly Owned Subsidiary, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries shall be permitted only so long as such person remains a Wholly Owned Subsidiary and (iii) investments in STR India Pvt. Ltd. in an amount not is otherwise permitted pursuant to exceed $5,000,000 Section 6.01(c); (c) trade accounts receivable (and related notes and instruments) arising in the aggregate; provided that ordinary course of business consistent with industry practices; (Ad) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries the Borrower to (i) Providers that are not Loan Parties natural persons and Providers that are corporations, partnerships, professional associations or other entities (determined without regard to any write-downs or write-offs of such investments, loans and advancesa "Corporate Provider") shall that do not exceed $12,000,000 2,000,000 in the aggregate at any time outstanding; one time; PROVIDED, that, (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (iA) any such loans and or advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a fully recourse promissory notes from the applicable Provider, (B) any promissory note pledged to the Collateral Agent for the ratable benefit a Corporate Provider must be fully guaranteed by all Providers who are natural persons and that directly or indirectly are shareholders, partners, or members of the Secured Parties pursuant such Corporate Provider, (C) no such loans or advances to the Guarantee a single Provider that is a natural person shall exceed $100,000 at any one time, and Collateral Agreement (D) no such loans or advances to a single Corporate Provider shall exceed $1,000,000 at any one time, and (ii) the amount officers, employees or directors of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances made in the ordinary course of business to their respective employees so long as that, in the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall aggregate, do not exceed $2,000,000; 250,000 at any one time; PROVIDED, THAT, (fA) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 no such loans or (ii) are not speculative in nature and are related advances to income derived from foreign operations any one officer, employee or director of the Borrower or any Subsidiary shall exceed $50,000 at any one time and (B) any such loans or otherwise related to purchases advances in excess of $10,000 shall be evidenced by fully recourse promissory notes from foreign suppliersthe applicable officer, employee or director; or (e) Cash and Cash Equivalents; (f) [Intentionally Omitted]; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”)[Intentionally Omitted]; and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate[Intentionally Omitted].

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances toto or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in, in any other person, or make a designation of a Restricted Subsidiary as an Unrestricted Subsidiary of (each, an “Investment”), except: (ia) investments the Transactions; (b) Investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof or any Restricted Subsidiary in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests or any Subsidiary as a result of intercompany loans or Guarantees of Indebtedness otherwise expressly permitted hereunder of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateor any Subsidiary; provided that the sum of Investments (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in valued at the Guarantee time of the making thereof and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard giving effect to any write-downs or write-offs thereof, but net in the case of such investments, loans intercompany loans) after the Closing Date by the Borrower and advancesthe Subsidiary Loan Parties in Subsidiaries (including Foreign Subsidiaries of the Borrower) that are not Subsidiary Loan Parties shall not exceed an aggregate net amount equal to (x) $12,000,000 35.0 million (plus any return of capital actually received in cash by the Borrower or any Subsidiary Loan Party in respect of Investments theretofore made by them pursuant to this paragraph (b)); plus (y) the portion, if any, of the Available Basket Amount on the date of such election that the Borrower elects to apply to this clause(b)(y); and provided further that intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Restricted Subsidiaries shall not be included in calculating the limitation in this paragraph at any time outstanding; (b) Permitted Investmentstime; (c) loans or advances made Permitted Investments and investments that were Permitted Investments when made; (d) Investments arising out of the receipt by the Borrower to or any Subsidiary of non-cash consideration for the sale of assets permitted under Section 6.05 (excluding Section 6.05(e)); (e) (i) loans and made by any Subsidiary advances to directors, officers, employees, members of management or consultants of Holdings, the Borrower or any other Subsidiary; provided that Restricted Subsidiary in the ordinary course of business not to exceed $7.5 million in the aggregate at any time outstanding (icalculated without regard to write-downs or write-offs thereof) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) advances of payroll payments and expenses to directors, officers, employees, members of management or consultants in the ordinary course of business; (f) accounts receivable, notes receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers made in the ordinary course of business; (g) Investments under Swap Agreements permitted pursuant to Section 6.11; (h) Investments existing on, or contractually committed as of, the Closing Date and set forth on Schedule 6.04 and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such loans and advances made Investment except as otherwise permitted by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) abovethis Section 6.04; (di) investments received in connection with the bankruptcy Investments resulting from pledges and deposits permitted by Section 6.02(f) and (g); (j) Investments constituting Permitted Business Acquisitions; (k) Guarantees (i) permitted by Sections 6.01(k) and (ii) of leases (other than Capital Lease Obligations) or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliersother obligations not constituting Indebtedness, in each case in the ordinary course of business; (el) Investments received in connection with the Borrower and the Subsidiaries may make loans and advances bankruptcy or reorganization of any person, or settlement of obligations of, or other disputes with or judgments against, or foreclosure or deed in lieu of foreclosure with respect to any Lien held as security for an obligation, in each case in the ordinary course of business business; (m) Investments of the Borrower or any Restricted Subsidiary acquired after the Closing Date or of a person merged into or consolidated with the Borrower or a Restricted Subsidiary, in each case, in accordance with Section 6.05 (other than Section 6.05(e)), after the Closing Date to their respective employees 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 acquisition, merger or consolidation and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such Investment except as otherwise permitted by this Section 6.04; (n) acquisitions by the Borrower of obligations of one or more directors, officers, employees, members or management or consultants of Holdings, the Borrower or its Subsidiaries in connection with such person’s acquisition of Equity Interests of Holdings (or its Parent Entity), so long as no cash is actually advanced by the Borrower or any of its Subsidiaries to such persons in connection with the acquisition of any such obligations; (o) Investments in Holdings in amounts and for purposes for which dividends or distributions to Holdings are permitted under Section 6.06; (p) Investments consisting of Indebtedness, Liens, Sale and Lease-Back Transactions, mergers, consolidations, sales of assets and acquisition and dividends and distributions permitted under Section 6.01, 6.02, 6.03, 6.05 and 6.06; and (q) other Investments by the Borrower or any Restricted Subsidiary in an aggregate principal amount thereof (valued at any the time outstanding (determined of the making thereof, and without regard giving effect to any write-downs or write-offs of such loans and advancesthereof) shall not to exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or $50 million, (ii) are not speculative plus any returns of capital actually received in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed cash by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not relevant investor in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate respect of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted theretofore made by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced it pursuant to this paragraph (hq)) plus (determined without regard to any write-downs or write-offs ii) the portion, if any, of the Available Basket Amount on the date of such investmentselection that the Borrower elects to apply to this Section 6.04(q); provided that, loans and advances) does with respect to clause (ii), any such Investment in an Unrestricted Subsidiary may not exceed $6,000,000 in be used to pay or facilitate the aggregatepayment of a dividend or any other distribution to the ultimate shareholder of any Parent Entity unless such dividend or other distribution is otherwise permitted by Section 6.06(e).

Investments, Loans and Advances. PurchaseThe Borrower will not, hold or acquire and will not permit any Equity Interests, evidences of indebtedness or other securities ofRestricted Subsidiary to, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest inexist, any other personInvestments in or to any Person, exceptexcept that the foregoing restriction shall not apply to: (ia) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant Investments made prior to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Effective Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingdisclosed in Schedule 9.05; (b) Permitted InvestmentsCash Equivalents; (c) loans or advances Investments made (i) made by the Borrower in or to any Subsidiary and Person that, prior to such Investment, is a Guarantor or (ii) made by any Restricted Subsidiary in or to Holdings, the Borrower or any other Subsidiary; provided that (i) any Restricted Subsidiary that, prior to such loans and advances made by Investment, is a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) aboveGuarantor; (d) investments received subject to the limits in connection with Section 9.06, to the bankruptcy extent constituting Investments, Investments in direct ownership interests in additional Oil and Gas Properties and gathering systems related thereto or reorganization ofrelated to farm-out, farm-in, joint operating, joint venture or settlement area of delinquent accounts mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and disputes withcustomary in the oil and gas exploration and production business located within the geographic boundaries of the United States of America; (e) loans or advances to employees, customers and suppliersofficers or directors in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, in each case only as permitted by applicable law, but in any event not to exceed $250,000 in aggregate principal amount at any time outstanding, except to the extent that the proceeds of such loans are paid to or retained by the Borrower substantially contemporaneously with the making of such loans to fund such employee’s, officer’s or director’s purchase of Equity Interests (other than Disqualified Capital Stock) in the Borrower; (f) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 or from accounts receivable arising in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) , which Investments are required obtained by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any other Restricted Subsidiary as a result of a bankruptcy or otherwise related to purchases from foreign suppliersother insolvency proceeding of, or difficulties in collecting from, the obligor in respect of such obligations, provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(f) exceeds $1,000,000; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or Investments constituting Debt permitted under Section 9.02(c); (h) Investments in Unrestricted Subsidiaries not less than 85% of the Equity Interests to exceed $5,000,000 (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 measured as of the most recently completed period of four consecutive fiscal quarters ending prior to time any such transaction for which the financial statements and certificates required by Section 5.04(aInvestment is made) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”)aggregate; and (hi) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does other Investments that do not exceed $6,000,000 the Threshold Amount in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to(other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the U.S. Borrower and the Subsidiaries) to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in, any other person, except: (a) investments (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof Closing Date in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings in the Equity Interests of Intermediate Holdings, the Borrower and the Subsidiaries (iii) by Intermediate Holdings in the Equity Interests of the U.S. Borrower and the Subsidiaries and (iiiiv) investments by any Borrower or any Subsidiary in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; any Borrower or any Subsidiary, provided that (A) any such Equity Interests held investments by a the Borrowers and the Subsidiary Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged Parties pursuant to the Guarantee and Collateral Agreement this paragraph (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to thereina) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Subsidiaries that are not Loan Parties may be made in an aggregate amount (determined valued at the time of the making thereof and without regard giving effect to any write-downs or write-offs thereof), together with outstanding intercompany loans permitted under Section 6.04(d)(ii) and Guarantees subject to the proviso to Section 6.04(m) by Loan Parties of Indebtedness of Subsidiaries that are not Loan Parties, not to exceed (x) $200,000,000 (plus any return of capital actually received by the respective investors in respect of investments theretofore made by them pursuant to this paragraph (a)), plus (y) the portion, if any, of the Available Investment Basket Amount on the date of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingelection that the U.S. Borrower elects to apply to this paragraph (a); (b) Permitted InvestmentsInvestments and investments that were Permitted Investments when made; (c) loans or advances made investments arising out of the receipt by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the U.S. Borrower or any other Subsidiary; provided that Subsidiary of noncash consideration for the sale of assets permitted under Section 6.05; (d) intercompany loans from the Borrowers and the Subsidiary Loan Parties to (i) any such loans Borrowers or Subsidiary Loan Parties and advances made by a Loan Party to (ii) Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged in an aggregate principal amount (together with investments made pursuant to clause (x) of the proviso to Section 6.04(a)(iv) and Guarantees subject to the Collateral Agent for proviso to Section 6.04(m) by Loan Parties of Indebtedness of Subsidiaries that are not Loan Parties), not to exceed $200,000,000; (e) (i) loans and advances to employees of Holdings, Intermediate Holdings, the ratable benefit U.S. Borrower or the Subsidiaries in the ordinary course of business not to exceed $10,000,000 in the Secured Parties pursuant aggregate at any time outstanding (calculated without regard to the Guarantee and Collateral Agreement write-downs or write-offs thereof) and (ii) advances of payroll payments and expenses to employees in the ordinary course of business; (f) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (g) Swap Agreements permitted pursuant to Section 6.13; (h) investments existing on the Closing Date and set forth on Schedule 6.04; (i) investments resulting from pledges and deposits referred to in Sections 6.02(f) and (g); (j) other investments by the U.S. Borrower and the Subsidiaries in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed (i) $200,000,000 (plus any returns of capital actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (j)), plus (ii) the portion, if any, of the Available Investment Basket Amount on the date such election is made that the U.S. Borrower elects to apply to this paragraph (j); (k) investments constituting Permitted Business Acquisitions in an aggregate amount, which shall be deemed to include the principal amount of Indebtedness that is assumed pursuant to Section 6.01 in connection with such Permitted Business Acquisitions, not to exceed (i) $250,000,000 (net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof), provided that during any Permitted Business Acquisition Step-Up Period, such amount shall be increased to $400,000,000, plus (ii) the portion, if any, of the Available Investment Basket Amount on the date such election is made that the U.S. Borrower elects to apply to this paragraph (k), provided, further, that if the amount of investments constituting Permitted Business Acquisitions in accordance with this Section 6.04(k) and outstanding at the time a Permitted Business Acquisition Step-Up Period ends exceeds the amount of investments constituting Permitted Business Acquisitions that would be permitted under this Section 6.04(k) immediately after the end of such Permitted Business Acquisition Step-Up Period, then the amount of such loans excess (less the amount by which investments constituting Permitted Business Acquisitions are reduced from such time until the commencement of the next Permitted Business Acquisition Step-Up Period, if any) shall be deemed to be permitted under this Section 6.04(k); (l) additional investments may be made from time to time to the extent made with proceeds of Equity Interests (excluding proceeds received as a result of the exercise of Cure Rights pursuant to Section 7.03) of Holdings, which proceeds or investments in turn are contributed to Intermediate Holdings and advances made in turn to the U.S. Borrower; (m) Guarantees constituting Indebtedness permitted by Loan Parties to Section 6.01, provided that the aggregate principal amount of the Indebtedness of Subsidiaries that are not Loan Parties shall be subject that is Guaranteed by any Loan Party (together with investments made pursuant to the limitation set forth in clause (ax) aboveof the proviso to Section 6.04(a)(iv) and intercompany loans permitted under Section 6.04(d)) shall not exceed $200,000,000; (dn) investments arising as a result of the Permitted Receivables Financing; (o) the Transactions; (p) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business; (eq) investments of a Subsidiary acquired after the Closing Date or of a corporation merged into the U.S. Borrower or merged into or consolidated with a Subsidiary in accordance with Section 6.05 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 acquisition, merger or consolidation; (r) Guarantees by the Borrowers and the Subsidiaries may make loans and advances of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Subsidiary in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000;business; and (fs) investments in Equity Interests of TRW Koyo Steering Systems Company made on or prior to the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations 12-month anniversary of the Borrower or any Subsidiary or otherwise related Closing Date in an aggregate amount not to purchases from foreign suppliers; (g) exceed the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) Koyo JV Purchase Amount at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregateinvestment.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other personPerson (“Investments”), except: (a) (i) investments Investments by Holdings, the Borrower Loan Parties and the Restricted Subsidiaries existing on the date hereof in the Equity Interests of the Borrower Subsidiaries and the Subsidiaries, (ii) additional investments Investments by Holdings, the Borrower Loan Parties and the Restricted Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateRestricted Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Pledge Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances Investments made after the Closing Date by Loan Parties to, in Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advancesInvestments) at any time outstanding shall not exceed the greater of $12,000,000 at any time outstanding20,000,000 and 3.75% of Consolidated Tangible Assets; (b) Permitted InvestmentsInvestments existing on the Closing Date and set forth on Schedule 6.05; (c) cash on deposit with a financial institution and Cash Equivalents; (d) [reserved]; (e) loans or advances made by the Borrower Loan Parties to any Restricted Subsidiary and made by any Restricted Subsidiary to Holdings, the Borrower any Loan Party or any other Restricted Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged unsecured and subordinated to the Collateral Agent for the ratable benefit of the Secured Parties Obligations pursuant to the Guarantee and Collateral an Affiliate Subordination Agreement and (ii) the amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (df) investments Hedging Agreements permitted by Section 6.14; (g) Investments in securities of trade creditors or customers received in connection with pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or reorganization of, insolvency of such trade creditors or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of businesscustomers; (eh) the Borrower lease, utility and the Subsidiaries may make loans and advances other similar deposits in the ordinary course Ordinary Course of business Business; (i) Investments made by any Loan Party or any Restricted Subsidiary for consideration consisting only of Equity Interests of Holdings; (j) stock, obligations or securities received in settlement of debts created in the Ordinary Course of Business and owing to their respective employees the Loan Parties or any Restricted Subsidiary or in satisfaction of judgments; (k) Investments owned by any Person at the time it becomes a Restricted Subsidiary not made in contemplation of the acquisition of such Person (but excluding Investments in subsidiaries which are otherwise permitted by this Section 6.05); (i) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business, (ii) advances or loans to an officer or an employee related to tax withholding in respect of management equity incentive awards and (iii) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (m) Permitted Acquisitions; (n) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, other Investments made from the Available Amount; and (o) any other Investments by the Loan Parties and the Restricted Subsidiaries after the Closing Date in an aggregate amount not to exceed the greater of (i) $20,000,000 and (ii) 4.0% of Consolidated Tangible Assets (less the aggregate principal amount thereof of Investments made in Unrestricted Subsidiaries or joint ventures pursuant to Section 6.05(n) above from amounts described in clause (a)(i) in the definition of Available Amount) at any one time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”Investments); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. PurchaseNo Group Member will purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances or capital contributions to, or make or permit to exist any investment or any other interest in, any other personPerson (all of the foregoing, “Investments”), except: (a) (i) investments Investments by Holdings, the Borrower Holdco and the Subsidiaries existing on the date hereof Closing Date in the Equity Interests of the Borrower Subsidiaries and any modification, replacement, renewal, reinvestment or extension thereof (provided that the Subsidiaries, amount of the original Investment is not increased except as otherwise permitted by this Section 6.05) and (ii) additional investments Investments by Holdings, the Borrower Holdco and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement Security Documents (subject to the limitations applicable to voting stock of a Foreign Subsidiary limitation referred to thereinin Section 5.13(b) and in the case of any Foreign Subsidiary), (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) Investments by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) Subsidiary Guarantors shall not exceed $12,000,000 75,000,000 at any time outstandingoutstanding and (C) if such Investment shall be in the form of a loan or advance to a Loan Party, such loan or advance shall be unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers customers, licensors, licensees and suppliers, in each case in the ordinary course of business; (ed) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees employees, officers and directors so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (e) the Acquisition and Permitted Acquisitions; (f) Investments existing on the Borrower date hereof and set forth on Schedule 6.05 and any modification, replacement, renewal, reinvestment or extension thereof (provided that the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations amount of the Borrower or any Subsidiary or original Investment is not increased except as otherwise related to purchases from foreign supplierspermitted by this Section 6.05); (g) extensions of trade credit in the Borrower or any Subsidiary may acquire all or substantially all the assets ordinary course of business (h) Investments made as a person or line of business of such person, or not less than 85% result of the Equity Interests receipt of non-cash consideration from a sale, transfer or other disposition of any asset in compliance with Section 6.06; (other than directors’ qualifying sharesi) intercompany loans and advances to Holdings to the extent that Holdco may pay dividends to Holdings pursuant to Section 6.07 (and in lieu of a person (referred to herein as the “Acquired Entity”paying such dividends); provided that such intercompany loans and advances (i) such acquisition was not preceded by an unsolicited tender offer shall be made for such Equity Interests bythe purposes, or proxy contest initiated byand shall be subject to all the applicable limitations set forth in, Holdings, the Borrower or any Subsidiary; Section 6.07 and (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement; (j) notes from employees of business to those of the Borrower Holdco and the its Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such employees’ acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that shares of Holdings common Equity Interests so long as no cash is assumed actually advanced by the Borrower Holdings or any of its Subsidiaries in connection with any such acquisition; (k) additional Investments by Holdco and its Subsidiaries, so long as such Investments are made with the proceeds of any substantially contemporaneous issuance of Equity Interests by Holdco or any direct or indirect parent of Holdco to the extent such proceeds shall have actually been received by Holdco; (l) the Transactions shall be permitted; (m) Investments of any Person existing at the time such Person becomes a Subsidiary following of Holdco or consolidates or merges with Holdco or any of its Subsidiaries (including, without limitation, in connection with a Permitted Acquisition) so long as such acquisition and any payments following investments were not made in contemplation of such acquisition pursuant to earn-out provisions Person becoming a Subsidiary or similar obligationsof such merger; (n) shall not investments in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate ordinary course of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions business consisting of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower endorsements for collection or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”)deposit; and (ho) in addition to investments Investments permitted by paragraphs (a) through (gn) above, additional investments, loans and advances Investments by the Borrower Holdco and the Subsidiaries so long as the aggregate amount invested, loaned loans or advanced pursuant to this paragraph (hj) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 20,000,000 in the aggregate.

Investments, Loans and Advances. PurchaseDirectly or indirectly, hold lend money or credit or make advances to any person, or purchase or acquire any Equity Interestsstock, evidences of indebtedness obligations or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or make any capital contribution to, any other person, exceptor purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, except that the following shall be permitted: (ia) investments by Holdings, the Borrower and the its Subsidiaries existing on the date hereof in the Equity Interests of the Borrower may acquire and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard hold accounts receivable owing to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingthem; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the its Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0005,000,000; (fc) the Borrower may enter into Interest Rate Protection Agreements to the extent permitted in Section 6.01(c); (d) Holdings, the Borrower and the Subsidiaries may consummate the Transactions; (e) the Borrower and it Subsidiaries may enter into and perform its obligations under Other Hedging Agreements that (i) are required by Section 5.12 or (ii) are entered into in the ordinary course of business and so long as any such Other Hedging Agreement is not speculative in nature and are is (i) related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases permitted hereunder from foreign supplierssuppliers or (ii) entered into to protect the Borrower and/or its Subsidiaries against fluctuations in the prices of raw materials used in their businesses; (f) any Wholly Owned Subsidiary may make intercompany loans to the Borrower or any Wholly Owned Subsidiary and the Borrower may make intercompany loans and advances to any Wholly Owned Subsidiary; provided that any promissory notes evidencing such intercompany loans made by the Borrower or a Domestic Wholly Owned Subsidiary shall be pledged (and delivered) by the Borrower or such Domestic Wholly Owned Subsidiary as Collateral pursuant to the Pledge Agreement, provided further that (i) neither the Borrower nor any Domestic Subsidiaries of the Borrower may make loans to any Foreign Subsidiaries of the Borrower pursuant to this paragraph (f) and (ii) any loans made by any Foreign Subsidiaries to the Borrower or any of its Domestic Subsidiaries pursuant to this paragraph (f) shall be subordinated to the obligations of the Loan Parties pursuant to subordination provisions in substantially the form of Exhibit J; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) and its Subsidiaries may hold the Acquired Entity shall be investments in a similar or reasonably related or incidental line of business to those of their respective Subsidiaries existing on the Borrower Restatement Date and may make additional investments in Domestic Wholly Owned Subsidiaries following the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); andRestatement Date; (h) in addition to investments permitted by paragraphs the Borrower and its Domestic Wholly Owned Subsidiaries may (ai) through (g) above, additional investments, make loans and advances by to, or other investments in, the Borrower Belgian Subsidiary (and any intermediate Wholly Owned Subsidiary holding company) on or after the Subsidiaries so long as the Restatement Date in an aggregate amount invested, loaned or advanced pursuant to this paragraph (h) not in excess of $20,000,000 at any time outstanding (determined without regard reference to any write-downs or write-offs thereof) for the purposes of such investments, financing the working capital needs of the Belgian Subsidiary and its subsidiaries and (ii) make additional loans and advancesadvances to, or other investments in, Foreign Subsidiaries in an aggregate amount not in excess of $15,000,000 at any time outstanding (determined without reference to any write-downs or write-offs thereof); provided that if any such loans or advances shall be evidenced by one or more senior intercompany notes, such notes shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement; (i) the Borrower and its Subsidiaries may sell or transfer assets in the amounts and to the extent permitted by Section 6.05; (j) the Borrower may establish Subsidiaries to the extent permitted by Section 6.13; (k) Holdings, the Borrower and the Subsidiaries may make investments in Cash Equivalents; (l) the Borrower and the Subsidiaries may hold investments consisting of noncash consideration received in connection with any sale of assets permitted by Section 6.05; (m) the Borrower or any Domestic Wholly Owned Subsidiary may make Permitted Acquisitions; (n) in addition to investments permitted by clauses (a) through (m) above, the Borrower and its Subsidiaries may make investments in Joint Ventures so long as the aggregate amount invested pursuant to this paragraph (n) does not exceed $6,000,000 10,000,000 in the aggregate; (o) in addition to the investments permitted by clauses (a) through (n) above, the Borrower and its Subsidiaries may make other investments, loans and advances (other than investments in and loans and advances to Foreign Subsidiaries) in an aggregate amount (valued at cost or outstanding principal amount, as the case may be) not greater than the sum of (i) $25,000,000 and (ii) the Borrower's Portion of Excess Cash Flow at any time outstanding; and (p) investments consisting of guarantees permitted by Section 6.01 of Indebtedness permitted by Section 6.01.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness (by way of Guarantee or otherwise) or other securities of, make or permit to exist any loans or advances to, or make purchase, lease or permit to exist any investment otherwise acquire (in one transaction or any other interest ina series of transactions) all or substantially all of the assets or a line of business of, any other personperson (all of the foregoing, collectively, “Investments”), except: (a) (i) investments Investments by Holdings, the Borrower Borrowers and the Restricted Subsidiaries existing on the date hereof Third Restatement Date in the Equity Interests of the Borrower Restricted Subsidiaries and the Subsidiaries, (ii) additional investments Investments by Holdings, the Borrower Borrowers and the Restricted Subsidiaries in the Equity Interests of the Borrower and Subsidiaries made after the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateThird Restatement Date; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement applicable Security Documents (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to thereintherein or in Section 5.12) and (B) the aggregate amount of investments Investments made after the Closing First Amendment Effective Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Restricted Subsidiaries that are not Loan Parties (determined without regard to any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs of offs) with respect to such investments, loans and advances) Investments shall not exceed $12,000,000 at any time outstanding0; (b) Permitted Investmentscash and Cash Equivalents; (c) loans or advances made by the Borrower Borrowers to any Restricted Subsidiary and made by any Restricted Subsidiary to Holdings, the Borrower Borrowers or any other Restricted Subsidiary; provided that (i) any if such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note note, it shall be pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement applicable Security Documents and (ii) the amount of such loans and advances made by Loan Parties to Restricted Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to(other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the U.S. Borrower and the Subsidiaries) to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in, any other person, except: (a) investments (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings in the Equity Interests of Intermediate Holdings, the Borrower and the Subsidiaries (iii) by Intermediate Holdings in the Equity Interests of the U.S. Borrower and the Subsidiaries and (iiiiv) investments by any Borrower or any Subsidiary in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; any Borrower or any Subsidiary, provided that (A) any such Equity Interests held investments by a the Borrowers and the Subsidiary Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged Parties pursuant to the Guarantee and Collateral Agreement this paragraph (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to thereina) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Subsidiaries that are not Loan Parties may be made in an aggregate amount (determined valued at the time of the making thereof and without regard giving effect to any write-downs or write-offs thereof), together with outstanding intercompany loans permitted under Section 6.04(d)(ii) and Guarantees subject to the proviso to Section 6.04(m) by Loan Parties of Indebtedness of Subsidiaries that are not Loan Parties, not to exceed (x) $200,000,000 (plus any return of capital actually received by the respective investors in respect of investments theretofore made by them pursuant to this paragraph (a)), plus (y) the portion, if any, of the Available Investment Basket Amount on the date of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingelection that the U.S. Borrower elects to apply to this paragraph (a); (b) Permitted InvestmentsInvestments and investments that were Permitted Investments when made; (c) loans or advances made investments arising out of the receipt by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the U.S. Borrower or any other Subsidiary; provided that Subsidiary of noncash 204 consideration for the sale of assets permitted under Section 6.05; (d) intercompany loans from the Borrowers and the Subsidiary Loan Parties to (i) any such loans Borrowers or Subsidiary Loan Parties and advances made by a Loan Party to (ii) Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged in an aggregate principal amount (together with investments made pursuant to clause (x) of the proviso to Section 6.04(a)(iv) and Guarantees subject to the Collateral Agent for proviso to Section 6.04(m) by Loan Parties of Indebtedness of Subsidiaries that are not Loan Parties), not to exceed $200,000,000; (e) (i) loans and advances to employees of Holdings, Intermediate Holdings, the ratable benefit U.S. Borrower or the Subsidiaries in the ordinary course of business not to exceed $10,000,000 in the Secured Parties pursuant aggregate at any time outstanding (calculated without regard to the Guarantee and Collateral Agreement write-downs or write-offs thereof) and (ii) advances of payroll payments and expenses to employees in the ordinary course of business; (f) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (g) Swap Agreements permitted pursuant to Section 6.13; (h) investments existing on the Closing Date and set forth on Schedule 6.04; (i) investments resulting from pledges and deposits referred to in Sections 6.02(f) and (g); (j) other investments by the U.S. Borrower and the Subsidiaries in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed (i) $200,000,000 (plus any returns of capital actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (j)), plus (ii) the portion, if any, of the Available Investment Basket Amount on the date such election is made that the U.S. Borrower elects to apply to this paragraph (j); (k) investments constituting Permitted Business Acquisitions in an aggregate amount, which shall be deemed to include the principal amount of Indebtedness that is assumed pursuant to Section 6.01 in connection with such Permitted Business Acquisitions, not to exceed (i) $250,000,000 (net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof), provided that during any Permitted Business Acquisition Step-Up Period, such amount shall be increased to $400,000,000, plus (ii) the portion, if any, of the Available Investment Basket Amount on the date such election is made that the U.S. Borrower elects to apply to this paragraph (k), provided, further, that if the amount of investments constituting Permitted Business Acquisitions in accordance with this Section 6.04(k) and outstanding at the time a Permitted Business Acquisition Step-Up Period ends exceeds the amount of investments constituting Permitted Business Acquisitions that would be permitted under this Section 6.04(k) immediately after the end of such Permitted Business Acquisition Step-Up Period, then the amount of such loans excess (less the amount by which investments constituting Permitted Business Acquisitions are reduced from such time until the commencement of the next Permitted Business Acquisition Step-Up Period, if any) shall be deemed to be permitted under this Section 6.04(k); (l) additional investments may be made from time to time to the extent made with proceeds of Equity Interests (excluding proceeds received as a result of the exercise of Cure Rights pursuant to Section 7.03) of Holdings, which proceeds or investments in turn are contributed to Intermediate Holdings and advances made in turn to the U.S. Borrower; (m) Guarantees constituting Indebtedness permitted by Loan Parties to Section 6.01, provided that the aggregate principal amount of the Indebtedness of Subsidiaries that are not Loan Parties shall be subject that is Guaranteed by any Loan Party (together with investments made pursuant to the limitation set forth in clause (ax) aboveof the proviso to Section 6.04(a)(iv) and intercompany loans permitted under Section 6.04(d)) shall not exceed $200,000,000; (dn) Investments arising as a result of the Permitted Receivables Financing; (o) the Transactions; (p) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business; (eq) investments of a Subsidiary acquired after the Closing Date or of a corporation merged into the U.S. Borrower or merged into or consolidated with a Subsidiary in accordance with Section 6.05 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 acquisition, merger or consolidation; 207 (r) Guarantees by the Borrowers and the Subsidiaries may make loans and advances of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Subsidiary in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000;business; and (fs) investments in Equity Interests of TRW Koyo Steering Systems Company made on or prior to the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations 12-month anniversary of the Borrower or any Subsidiary or otherwise related Closing Date in an aggregate amount not to purchases from foreign suppliers; (g) exceed the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) Koyo JV Purchase Amount at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregateinvestment.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, Polo Holdings, the Borrower and the other Subsidiaries existing on the date hereof Closing Date in the Equity Interests of Polo Holdings, the Borrower and the other Subsidiaries, (ii) additional investments by Holdings, Polo Holdings, the Borrower and the other Subsidiaries in the Equity Interests of Polo Holdings, the Borrower and the other Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in Guarantees by Holdings, Polo Holdings, the aggregateBorrower and the other Subsidiaries of Indebtedness of Polo Holdings, the Borrower and the other Subsidiaries that is permitted by Section 6.01; provided that (A) Holdings shall not invest in the Equity Interests of any Subsidiary other than Polo Holdings, (B) Polo Holdings shall not invest in Equity Interests of any Subsidiary other than the Borrower, (C) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein), (D) Subsidiaries that are not Loan Parties shall not Guarantee Indebtedness of a Loan Party and (BE) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advancesloans, advances or Guarantees) shall not exceed $12,000,000 10,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, Investment in a Person except: (ia) investments by Holdings, the Borrower and the Subsidiaries Investments existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingset forth on Schedule 6.04; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, Investments in the Borrower or any other Subsidiary; provided that (i) any such Investments in the form of loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement, (ii) any such Investments in the form of Equity Interests held by a Loan Party shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to any limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (iiiii) the amount of such loans and advances Investments made from the Closing Date by Loan Parties to in Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) abovenot exceed $2,500,000; (d) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business in accordance with their usual practice to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0001,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are entered into the ordinary course of business and not for speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign supplierspurposes; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person Person or line of business of such person, Person or not less than 8575% of the Equity Interests (other than directors’ qualifying shares) of a person Person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those as that of the Borrower and the Subsidiaries as conducted during the current and most recently concluded recent calendar year; year and (iiiii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; , (B) (x) the Net Total Leverage Ratio, calculated on a Pro Forma Basis, shall be no greater than 3.75:1.00 and (y) the Borrower would shall be in compliance on a Pro Forma Basis with the financial covenant set forth in Sections 6.11 Section 6.13, determined as of the most recently completed period of four consecutive fiscal quarters quarter ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and 50,000,000, of which not more than $5,000,000 shall be with respect to Persons that do not become Loan Parties or assets that are not owned by Loan Parties, (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; Agent and (ivE) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); (h) to the extent constituting an Investment, Capital Expenditures permitted by Section 6.11; (i) Investments consisting of the non-cash portion of the sales price received for Dispositions permitted by Section 6.06; (j) lease, utility and other deposits or advances in the ordinary course of business; (k) xxxx xxxxxxx money deposits made in connection with Permitted Acquisitions or other acquisitions permitted by Section 6.04; (l) investments in the ordinary course of business consisting of endorsements for collection or deposit; (m) acquisitions of, investments in, and loans and advances to, joint ventures, so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (m) on or after the Closing Date (determined without regard to any write-downs or write-offs of such investments, loans or advances) does not at any time outstanding exceed $5,000,000; (n) Investments of any Person existing at the time such person becomes a Subsidiary, or consolidates, amalgamates or merges with the Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) (but excluding investments in subsidiaries which must be otherwise permitted by this Section 6.04) so long as such investments were not made in contemplation of such person becoming a Subsidiary or of such consolidation, amalgamation or merger; and (ho) in addition to investments Investments permitted by paragraphs (a) through (gn) above, additional investments, loans and advances Investments by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (ho) (determined without regard to any write-downs or write-offs of such investments, loans and advancesInvestments) does not exceed (x) $6,000,000 5,000,000 plus (y) the Available Amount (subject, in the case of this clause (y), to the absence of any Default and the Net Total Leverage Ratio not exceeding 2.75:1.00 on a Pro Forma Basis as of the last day of the most recently completed fiscal quarter ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered) in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger, consolidation or amalgamation with a Person that is not a Wholly Owned Subsidiary immediately prior to such merger, consolidation or amalgamation) any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances toto or Guarantees of the obligations of (each, or make or permit to exist any investment or any other interest inan “Investment”), any other personPerson, except: (ia) investments [Reserved]; (b) Investments by Holdings, the Lead Borrower and the Subsidiaries existing on the date hereof or any Subsidiary in the Equity Interests Lead Borrower or any Subsidiary; provided, that the aggregate amount of Investments (valued at the time of the making thereof and without giving effect to any write downs or write offs thereof) made after the Closing Date by the Loan Parties pursuant to this clause (b) in Subsidiaries that are not Loan Parties shall not exceed an aggregate net amount equal to $15 million, plus any return of capital actually received by the respective investors in respect of Investments theretofore made by them pursuant to this paragraph (b); provided, further, that (1) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations and/or the management of intercompany royalty payables of the Lead Borrower and the Subsidiaries, (ii2) additional investments by Holdingsintercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-overs or extensions of terms) and made in the ordinary course of business consistent with past practice and (3) intercompany current liabilities, loans, advances and transfers of inventory made in the ordinary course of business in connection with the management of the Canadian operations of the Lead Borrower and the Subsidiaries consistent with past practice, in each case, shall not be included in calculating the limitation in this paragraph at any time; provided, further, that all such intercompany loans made by any Subsidiary that is not a Loan Party to any Loan Party shall be unsecured and shall be subordinated to the Obligations on the terms set forth in the Equity Interests Intercompany Note or other terms reasonably satisfactory to the Administrative Agent; (c) Permitted Investments and Investments that were Permitted Investments when made; (d) Investments arising out of the receipt by the Lead Borrower and or any Subsidiary of noncash consideration for the Subsidiaries and (iii) investments in STR India Pvt. Ltd. sale of assets permitted under Section 6.05, in an aggregate amount not to exceed $5,000,000 7.5 million at any time outstanding; (e) loans and advances to officers, directors, employees or consultants of Holdings, the Borrowers or any Subsidiary (i) in the aggregate; provided that ordinary course of business (Aincluding for payroll payments and expenses) in an aggregate amount not to exceed $7.5 million at any time outstanding (calculated without regard to write downs or write offs thereof), (ii) in connection with such person’s purchase of Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets of Holdings (as defined in or any Parent Entity) solely to the Guarantee extent that the amount of such loans and Collateral Agreement) advances shall be pledged contributed following such purchase to the applicable Borrower in cash as common equity or (iii) pursuant to the Guarantee terms and Collateral Agreement conditions of the MIP, any Plan or any shareholders’ agreement then in effect; (subject f) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the limitations applicable extent reasonably necessary in order to voting stock prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of a Foreign Subsidiary referred business; (g) Swap Agreements permitted pursuant to thereinSection 6.01; (h) Investments existing on, or contractually committed as of, the Closing Date and (B) set forth on Schedule 6.04 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of investments made after all Investments pursuant to this clause (g) is not increased at any time above the amount of such Investment existing or committed on the Closing Date (other than pursuant to clause (iii) above) an increase as required by Loan Parties in, and loans and advances made after the terms of any such Investment as in existence on the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingDate); (bi) Permitted InvestmentsInvestments resulting from pledges and deposits under Xxxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x) and (ff); (cj) loans or advances made other Investments by the Borrower Borrowers or any Subsidiary in an aggregate amount (valued at the time of the making thereof, and without giving effect to any Subsidiary write downs or write offs thereof) not to exceed the greater of $37.5 million and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent 16% of EBITDA for the ratable benefit most recently ended Test Period; provided, that if any Investment pursuant to this clause (j) is made in any Person that is not a Subsidiary of the Secured Parties Lead Borrower at the date of the making of such Investment and such Person becomes a Subsidiary of the Lead Borrower after such date pursuant to the Guarantee and Collateral Agreement and (ii) another Investment the amount of which, when taken together with the amount of the prior Investment, would be permitted under another provision of this Section 6.04, any Investment in such loans Person outstanding under this Section 6.04(j) shall thereafter be deemed to have been made pursuant to such other provision and advances shall cease to have been made by Loan Parties pursuant to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in this clause (aj) abovefor so long as such Person continues to be a Subsidiary of the Lead Borrower; (dk) investments Investments constituting Permitted Business Acquisitions; (l) intercompany loans between non-Loan Parties and Guarantees by non-Loan Parties permitted by Section 6.01; (m) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrowers or any of the Subsidiaries as a result of a foreclosure by the Borrowers or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (n) Investments of a Subsidiary acquired after the Closing Date or of an entity merged into, or consolidated or amalgamated with, the Borrowers or merged into or consolidated or amalgamated with a Subsidiary after the Closing Date, in each case, (i) to the extent permitted under this Section 6.04 and, (ii) in the case of any acquisition, merger, consolidation or amalgamation, in accordance with Section 6.05 and (iii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such acquisition, merger, consolidation or amalgamation; (o) acquisitions by the Borrowers of obligations of one or more officers or other employees of Holdings, any Parent Entity, the Borrowers or the Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of Holdings or any Parent Entity, so long as no cash is actually advanced by the Borrowers or any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; (p) Guarantees by the Borrowers or any Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Loan Party in the ordinary course of business; (eq) Investments to the extent that payment for such Investments is made with Equity Interests of Holdings (or any Parent Entity); (r) the Borrower and consummation of the Subsidiaries may make loans and advances Transactions; (s) Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted under Section 6.06; (t) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; (u) [reserved]; (v) Guarantees permitted under Section 6.01 (except to their respective employees the extent such Guarantee is expressly subject to Section 6.04); (w) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Borrowers or such Subsidiary; (x) Investments by the Borrowers and the Subsidiaries, including loans and advances to any direct or indirect parent of the Borrowers, if the Borrowers or any other Subsidiary would otherwise be permitted to make a Restricted Payment in such amount (provided that the amount of any such Investment shall also be deemed to be a Restricted Payment under the appropriate clause of Section 6.06 of this Agreement); (y) [reserved]; (z) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons and made in the ordinary course of business; (aa) purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property in each case in the ordinary course of business, to the extent such purchases and acquisitions constitute Investments; (bb) Investments in joint ventures in an aggregate amount not to exceed the greater of $37.5 million and 16% of EBITDA for the most recently ended Test Period in the aggregate principal amount thereof at any one time outstanding (determined calculated without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”thereof); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or if any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions Investment pursuant to this Section 6.04(gclause (bb) (including is made in any Indebtedness Person that is not a Subsidiary of a Borrower at the date of the Acquired Entity that is assumed by the making of such Investment and such Person becomes a Subsidiary of a Borrower or any Subsidiary following after such acquisition and any payments following such acquisition date pursuant to earn-out provisions or similar obligations) shall not in another Investment the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate amount of a Financial Officerwhich, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, when taken together with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary amount of the Borrower and prior Investment, would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria permitted under another provision of this Section 6.04(g6.04, any Investment in such Person outstanding under this Section 6.04(bb) being referred shall thereafter be deemed to herein have been made pursuant to such other provision and shall cease to have been made pursuant to this clause (bb) for so long as such Person continues to be a “Permitted Acquisition”)Subsidiary of a Borrower; and (hcc) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries other Investments so long as the aggregate Payment Conditions are satisfied on a Pro Forma Basis immediately after giving effect to such Investment. The amount invested, loaned or advanced of Investments that may be made at any time pursuant to this paragraph (hSection 6.04(a) or 6.04(g) (determined without regard to any write-downs or write-offs such Sections, the “Related Sections”) may, at the election of the Lead Borrower, be increased by the amount of Investments that could be made at such investments, loans and advances) does not exceed $6,000,000 time under the other Related Section; provided that the amount of each such increase in respect of one Related Section shall be treated as having been used under the aggregateother Related Section.

Investments, Loans and Advances. PurchaseThe Parent will not and will not permit its Subsidiaries to make or permit to remain outstanding any advances, hold loans or acquire other extensions of credit or capital contributions (other than prepaid expenses in the ordinary course of business) to (by means of transfers of property or assets or otherwise), or purchase or own any Equity Interestsstocks, evidences of indebtedness bonds, notes, debentures or other securities of, make or permit incur contingent liability with respect to exist (except for the endorsement of checks in the ordinary course of business and except for the Indebtedness and Liens permitted under this Agreement) any loans or advances Person (all such transactions being herein called "Investments"), except that the foregoing restriction will not apply to, or make or permit to exist any investment or any other interest in, any other person, except: (ia) investments by Holdings, Investments (all prior to the Borrower and date hereof) the Subsidiaries existing on material details of which have been set forth in the Financial Statements delivered to the Administrative Agent prior to the date hereof in or the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingDisclosure Statement; (b) Permitted Liquid Investments; (c) loans advances or advances made by extensions of credit in the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit form of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case receivable incurred in the ordinary course of business; (d) the acquisition of all of the capital stock of wholly owned Subsidiaries incorporated or acquired subsequent to the date of this Agreement; (e) investments where the Borrower consideration paid is capital stock of the Parent, plus cash paid in lieu of issuing fractional shares and cash paid in settlement of claims of dissenters, such cash not to exceed 10% of the aggregate purchase price in any such transaction; (f) Investments in any Person which after giving effect thereto will be a Subsidiary of the Parent, so long as the Investment in such Person, when consummated, would not result in a breach of the covenants set forth in Section 10.1; (g) intercompany loans, advances or investments by the Parent to or in any Subsidiary of the Parent (other than a Subsidiary that is obligated to pay Funded Indebtedness for borrowed money payable solely by recourse to properties not included in the Borrowing Base) or, to the extent permitted under Section 10.1(h) hereof, by any Subsidiary of the Parent to or in the Parent or to or in any other Subsidiary of the Parent, provided, however, that APC may not make any intercompany loans, advances or investments in any Subsidiary of the Parent pursuant to this clause (g); (h) intercompany loans, advances or investments by the Parent, solely from income or cash flow of the Parent subject to the Beluga Financing Documents, to APC as required under the Beluga Financing Documents and the Subsidiaries may make APC Long Term Financing Documents; (i) to the extent, if any, not covered by Subsection (a) hereinabove, the Indebtedness of the Parent to APC evidenced solely by the Intercompany Notes, as defined in the Beluga Financing Documents and the APC Long Term Financing Documents, together with any renewals, extensions, amendments, refinancings, rearrangements, modifications, restatements or supplements, but not increases (other than increases which are permitted under the present terms of the Beluga Financing Documents and the APC Long Term Financing Documents) thereof from time to time; (j) loans and or advances to employees made in the ordinary course of business, up to the aggregate principal amount at any one time outstanding of U.S. $5,000,000; (k) Investments in reasonable amounts of securities for purposes of funding employee benefit plans maintained by the Parent; (l) advances or extensions of credit made in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans third parties under applicable contracts and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that agreements in connection with (i) are required by Section 5.12 oil, gas or other mineral exploration, development and production activities or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower Hydrocarbon or any Subsidiary chemical pipeline gathering or otherwise related to purchases from foreign supplierstransportation activities; (gm) Investments where the Borrower or any Subsidiary may acquire all or substantially all the consideration paid is assets of a person the Parent or line its Subsidiaries other than capital stock, cash or oil and gas reserves; (n) Investments in EBOC Energy Ltd. made in connection with and pursuant to the Novalta Contract; (o) any payment, prepayment, purchase or retirement of business of such person, or not less than 85% Indebtedness of the Equity Interests Parent (other than directors’ qualifying shares) payments, prepayments, purchases or retirement of a person (referred to herein as Subordinated Debt prohibited under the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line definition of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”"Subordinated Debt"); and (hp) any other Investments which in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant do not cause the Parent to this paragraph (h) (determined without regard to any write-downs or write-offs be in violation of such investments, loans and advances) does not exceed $6,000,000 in the aggregateInvestments Tests.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (a) (i) investments by HoldingsParent, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by HoldingsParent, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) additional investments by Parent, the Borrower and the Subsidiaries in STR India Pvt. Ltd. in an amount not Permitted Joint Ventures (subject to exceed $5,000,000 the limitations on such investments referred to in the aggregatedefinition of the term “Permitted Joint Ventures”); provided that (Ax) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the extent required by Section 5.12 and the Guarantee and Collateral Agreement and (subject y) any such investments made pursuant to clause (ii) above made by a Loan Party to a Subsidiary that is not a Loan Party, or made by Parent, the limitations applicable Borrower or any Subsidiary to voting stock an Unrestricted Subsidiary, may only be made if (A) no Default or Event of a Foreign Subsidiary referred to therein) Default shall have occurred and be continuing and (B) the aggregate amount of all such investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, to Subsidiaries that are not Loan Parties Parties, or by Parent, the Borrower or any Subsidiary to an Unrestricted Subsidiary and outstanding at any time (determined without regard to any write-downs or write-offs thereof, and valued net in the case of such investments, loans and advancesintercompany loans) shall not exceed $12,000,000 500,000,000 plus the amount of dividends, distributions and other returns of capital actually received in cash by any Loan Party with respect to any such investments; provided further, that, prior to the value of all such investments outstanding at any time exceeding $300,000,000 at any time outstanding, the Leverage Ratio Condition and the Liquidity Condition would each be satisfied; for purposes of the foregoing, if the Borrower designates a Subsidiary as an Unrestricted Subsidiary in accordance with the definition of the term “Unrestricted Subsidiary”, the Borrower will be deemed to have made an investment at that time in the resulting Unrestricted Subsidiary in an aggregate amount equal to the fair market value of the net assets of such Unrestricted Subsidiary; (b) Permitted Investments; (c) (i) loans or advances in respect of intercompany accounts attributable to the operation of the Borrower’s cash management system (including with respect to intercompany self-insurance arrangements), (ii) loans or advances made by the Borrower or any of the Subsidiaries to a Permitted Syndication Subsidiary for working capital needs evidenced by a promissory note that is pledged to the Collateral Agent so long as such loans or advances constitute Indebtedness of the primary obligor that is not subordinate to any other Indebtedness of such obligor, and (iii) loans or advances made by Parent to the Borrower or any Subsidiary, the Borrower to Parent or any Subsidiary and made by any Subsidiary to HoldingsParent, the Borrower or any other Subsidiary; provided provided, however, that (ix) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note shall be pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement (and (ii) the amount of any such loans and advances made by a Loan Parties Party to Subsidiaries a Subsidiary that are is not a Loan Parties Party shall be so evidenced and pledged) and (y) any such loan or advance made by a Loan Party to a Subsidiary that is not a Loan Party or by Parent, the Borrower or any Subsidiary to an Unrestricted Subsidiary shall be subject to the limitation set forth requirements and limitations described in clause (ay) aboveof the proviso to Section 6.04(a), except to the extent that (1) such loan or advance shall be secured by a fully perfected, first-priority Lien on substantially all of the assets of the recipient of such loan or advance and its subsidiaries (in each case of a type that would have constituted Collateral if such recipient were party to the applicable Security Documents) and (2) such Lien is collaterally assigned to the Collateral Agent for the benefit of the Secured Parties, all on terms reasonably satisfactory to the Collateral Agent; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as employees, officers, consultants and agents (including payroll advances, travel and entertainment advances and relocation loans in the aggregate principal amount thereof at ordinary course of business to employees, officers and agents of the Borrower or any time outstanding such Subsidiary (determined without regard or to any write-downs physician or write-offs of such loans and advances) shall not exceed $2,000,000other health care professional associated with or agreeing to become associated with Parent, the Borrower or any Subsidiary or any Hospital owned or leased or operated by the Borrower or any Subsidiary (“Health Care Associates”)); (f) Guarantees to third parties made in the ordinary course of business in connection with the relocation of employees or agents of Health Care Associates of the Borrower or any of the Subsidiaries; (g) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 5.13 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (gh) the Borrower or any Subsidiary may acquire (including by any lease that contains upfront payments and/or buyout options) all or substantially all the assets of a person or line of business of such person, or not less directly acquire and beneficially own (and retain the right to vote) more than 8550% of the aggregate ordinary voting power and aggregate equity value represented by the outstanding capital stock or other Equity Interests (of any acquired or newly formed corporation or other than directors’ qualifying shares) entity that acquires or leases such person, division or line of a person business (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, HoldingsParent, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar similar, related, incidental or reasonably related or incidental complementary line of business to those as that of the Borrower and the Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; , (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g6.04(h) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not exceed $500,000,000 in the aggregate exceed $50,000,000 (excluding the total consideration paid in respect of Permitted Acquisitions listed on Schedule 6.04(h) and consideration consisting of, or funded with the proceeds of, Qualified Capital Stock), then (1) the Leverage Ratio Condition would be satisfied and (D2) the Liquidity Condition would be satisfied, (C) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance reasonably satisfactory to the Administrative Agent; , (ivD) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.12 and the Security Documents; , and (vE) if the aggregate consideration paid in connection with all such acquisitions of Acquired Entity would Entities that do not constitute a wholly owned Subsidiary of become Loan Parties (or, in the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder case of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) acquisition of assets, are not directly acquired by Loan Parties), shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents not exceed $300,000,000 (any acquisition of an Acquired Entity meeting all the applicable criteria of this Section 6.04(g6.04(h) being referred to herein as a “Permitted Acquisition”); (i) Permitted Joint Ventures; (j) investments in a Permitted Syndication Subsidiary in connection with a Permitted Syndication Transaction made pursuant to Section 6.05(b); (k) investments in any Securitization Subsidiary or other person as required pursuant to the terms and conditions of any Permitted Receivables Transaction made pursuant to Section 6.05(b); (l) the Borrower or any of the Subsidiaries may acquire and hold Receivables owing to it or Parent, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (m) investments to the extent that payment for such investments is made with issuances of or the cash proceeds from the issuance of Equity Interests of Parent; (n) extensions of trade credit and purchases of equipment and inventory in the ordinary course of business; (o) loans and advances to Parent in lieu of, and not in excess of the amount of, dividends to the extent permitted to be made to Parent in accordance with Section 6.06; (p) investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (q) investments in the Fulton Bonds; (r) investments by Parent, the Borrower and the Subsidiaries in any Captive Insurance Subsidiary in an aggregate amount not to exceed 150% of the minimum amount of capital required under the laws of the jurisdiction in which such Captive Insurance Subsidiary is formed (plus any excess capital generated as a result of any such prior investment that would result in an unfavorable tax or reimbursement impact if distributed), and other investments in any Captive Insurance Subsidiary to cover reasonable general corporate and overhead expenses of such Captive Insurance Subsidiary; (s) investments by any Captive Insurance Subsidiary; (t) investments in any Captive Insurance Subsidiary in connection with a push down by the Borrower of insurance reserves; (u) investments held by a person (including by way of acquisition, merger or consolidation) after the Closing Date otherwise in accordance with this Section 6.04 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 acquisition, merger or consolidation; (v) investments to acquire the Hospital leased by a Subsidiary on the date hereof in Dublin, Ireland; (w) investments in minority interests existing on the date hereof; and (hx) in addition to investments permitted by paragraphs (a) through (gw) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate outstanding amount investedof investments, loaned or advanced loans and advances pursuant to this paragraph (hw) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 100,000,000 in the aggregateaggregate at any time. It is understood and agreed that, in the event that any investment is made by the Borrower or any Subsidiary in any person through substantially concurrent interim transfers of any amount through one or more other Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of this Section 6.04.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances toto or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in, in any other person, or make a designation of a Restricted Subsidiary as an Unrestricted Subsidiary of (each, an “Investment”), except: (ia) investments the Transactions; (b) Investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof or any Restricted Subsidiary in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests or any Subsidiary as a result of intercompany loans or Guarantees of Indebtedness otherwise expressly permitted hereunder of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateor any Subsidiary; provided that the sum of Investments (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in valued at the Guarantee time of the making thereof and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard giving effect to any write-downs or write-offs thereof, but net in the case of such investments, loans intercompany loans) after the Closing Date by the Borrower and advancesthe Subsidiary Loan Parties in Subsidiaries (including Foreign Subsidiaries of the Borrower) that are not Subsidiary Loan Parties shall not exceed an aggregate net amount equal to (x) $12,000,000 40.25 million (plus any return of capital actually received in cash by the Borrower or any Subsidiary Loan Party in respect of Investments theretofore made by them pursuant to this paragraph (b)); plus (y) the portion, if any, of the Available Basket Amount on the date of such election that the Borrower elects to apply to this clause(b)(y); and provided further that intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Restricted Subsidiaries shall not be included in calculating the limitation in this paragraph at any time outstanding; (b) Permitted Investmentstime; (c) loans or advances made Permitted Investments and investments that were Permitted Investments when made; (d) Investments arising out of the receipt by the Borrower to or any Subsidiary of non-cash consideration for the sale of assets permitted under Section 6.05 (excluding Section 6.05(e)); (e) (i) loans and made by any Subsidiary advances to directors, officers, employees, members of management or consultants of Holdings, the Borrower or any other Subsidiary; provided that Restricted Subsidiary in the ordinary course of business not to exceed $8.625 million in the aggregate at any time outstanding (icalculated without regard to write-downs or write-offs thereof) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) advances of payroll payments and expenses to directors, officers, employees, members of management or consultants in the ordinary course of business; (f) accounts receivable, notes receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers made in the ordinary course of business; (g) Investments under Swap Agreements permitted pursuant to Section 6.11; (h) Investments existing on, or contractually committed as of, the Closing Date and set forth on Schedule 6.04 and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such loans and advances made Investment except as otherwise permitted by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) abovethis Section 6.04; (di) investments received in connection with the bankruptcy Investments resulting from pledges and deposits permitted by Section 6.02(f) and (g); (j) Investments constituting Permitted Business Acquisitions; (k) Guarantees (i) permitted by Sections 6.01(k) and (ii) of leases (other than Capital Lease Obligations) or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliersother obligations not constituting Indebtedness, in each case in the ordinary course of business; (el) Investments received in connection with the Borrower and the Subsidiaries may make loans and advances bankruptcy or reorganization of any person, or settlement of obligations of, or other disputes with or judgments against, or foreclosure or deed in lieu of foreclosure with respect to any Lien held as security for an obligation, in each case in the ordinary course of business business; (m) Investments of the Borrower or any Restricted Subsidiary acquired after the Closing Date or of a person merged into or consolidated with the Borrower or a Restricted Subsidiary, in each case, in accordance with Section 6.05 (other than Section 6.05(e)), after the Closing Date to their respective employees 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 acquisition, merger or consolidation and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such Investment except as otherwise permitted by this Section 6.04; (n) acquisitions by the Borrower of obligations of one or more directors, officers, employees, members or management or consultants of Holdings, the Borrower or its Subsidiaries in connection with such person’s acquisition of Equity Interests of Holdings (or its Parent Entity), so long as no cash is actually advanced by the Borrower or any of its Subsidiaries to such persons in connection with the acquisition of any such obligations; (o) Investments in Holdings in amounts and for purposes for which dividends or distributions to Holdings are permitted under Section 6.06; (p) Investments consisting of Indebtedness, Liens, Sale and Lease-Back Transactions, mergers, consolidations, sales of assets and acquisition and dividends and distributions permitted under Section 6.01, 6.02, 6.03, 6.05 and 6.06; and (q) other Investments by the Borrower or any Restricted Subsidiary in an aggregate principal amount thereof (valued at any the time outstanding (determined of the making thereof, and without regard giving effect to any write-downs or write-offs of such loans and advancesthereof) shall not to exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or $57.5 million, (ii) are not speculative plus any returns of capital actually received in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed cash by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not relevant investor in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate respect of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted theretofore made by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced it pursuant to this paragraph (hq)) plus (determined without regard to any write-downs or write-offs ii) the portion, if any, of the Available Basket Amount on the date of such investmentselection that the Borrower elects to apply to this Section 6.04(q); provided that, loans and advances) does with respect to clause (ii), any such Investment in an Unrestricted Subsidiary may not exceed $6,000,000 in be used to pay or facilitate the aggregatepayment of a dividend or any other distribution to the ultimate shareholder of any Parent Entity unless such dividend or other distribution is otherwise permitted by Section 6.06(e).

Investments, Loans and Advances. Purchase, hold or acquire any Equity InterestsCapital Stock, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, or incur any Guarantee Obligation in respect of Indebtedness of, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any part of the assets of, any other personPerson, except: (ia) investments by Holdings, the Borrower Company and the Subsidiaries existing on the date hereof Closing Date in the Equity Interests Capital Stock of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary pledges and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) abovedeposits permitted under subsection 14.2(g); (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances to employees of the Company or any of its Subsidiaries for (i) travel, entertainment and relocation expenses in the ordinary course of business in an aggregate principal amount outstanding at any one time not to their respective exceed $2,000,000 or (ii) the purpose of financing the purchase by such employees so long of equity interests in the Company in an aggregate principal amount outstanding at any one time not to exceed $1,000,000; provided that no loan or advance contemplated by clause (ii) above shall be permitted to be made during such time as any Default or Event of Default has occurred and is continuing; (e) loans and advances by the Company to any Subsidiary to the extent permitted by subsection 14.1 and investments in and capital contributions to any Subsidiary; provided that, after giving effect to the incurrence of any such Indebtedness and the making of such investments and capital contributions, the amount equal to the sum of (x) the aggregate principal amount thereof at any time outstanding of all such Indebtedness of all Foreign Subsidiaries incurred which is permitted pursuant to subsection 14.1(i), (determined without regard to any write-downs or write-offs y) the aggregate principal amount of such loans Indebtedness of Foreign Subsidiaries in respect of which the Company or any Domestic Subsidiary has incurred Guarantee Obligations which are permitted pursuant to subsection 14.3(c) and advances(y) the aggregate amount of all investments in and capital contributions to all Foreign Subsidiaries since the Closing Date which are permitted pursuant to this clause (e) (net of the aggregate amount of any dividends and distributions paid by such Foreign Subsidiaries to the Company and its Domestic Subsidiaries) shall not exceed $2,000,000the Subsidiary Debt Basket Amount then in effect; (f) any purchase, lease or other acquisition (any such acquisition and each other acquisition which is approved by the Borrower Required Lenders, a "Permitted Acquisition") for which the aggregate consideration (other than consideration in the form of equity interests in the Company and cash consideration which constitutes the proceeds of Excluded Equity Investments) payable (with non-cash consideration being valued at its fair market value) by the Company and the Subsidiaries may enter into Hedging Agreements Subsidiaries, in the aggregate with all such consideration paid or payable for all other Permitted Acquisitions under this clause (f) since the Closing Date, does not exceed $30,000,000; provided, however, that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and immediately after giving effect thereto, to such Permitted Acquisition no Default or Event of Default shall have occurred and be continuing; continuing and (Bii) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower Agent shall have delivered a received the officer's certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations referenced in support thereof, in form and substance satisfactory to the Administrative Agent; (ivsubsection 12.3(d) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”)hereof; and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower made to Remington Licensing Corporation to fund expenses incurred in intellectual property litigation and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs maintenance of such investments, loans and advances) does not exceed $6,000,000 in the aggregateintellectual property rights.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances toto or Guarantees of the obligations of, another person or make or permit to exist any investment or any other interest ina designation of a Restricted Subsidiary as an Unrestricted Subsidiary of (each, any other personan “Investment”), except: (ia) investments by Holdings, the Transactions; (b) Investments among the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the its Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that the sum of Investments (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in valued at the Guarantee time of the making thereof and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard giving effect to any write-downs or write-offs thereof, but net in the case of such investmentsintercompany loans, and in any event, after giving effect to any returns, profits, distributions, and similar amounts, repayment of loans and advancesthe release of guarantees (but only to the extent not included in the Available Basket Amount)) after the Second Restatement Date by the Borrower and the Subsidiary Loan Parties in Subsidiaries (including Foreign Subsidiaries of the Borrower) that are not Subsidiary Loan Parties shall not exceed an aggregate net amount equal to (x) $12,000,000 50.0 million outstanding at any time outstanding; time; plus (by) Permitted Investmentsthe portion, if any, of the Available Basket Amount on the date of such election that the Borrower elects to apply to this clause(b)(y); and provided further that intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and the Restricted Subsidiaries shall not be included in calculating the limitation in this paragraph at any time; (c) loans or advances made Permitted Investments and investments that were Permitted Investments when made; (d) Investments arising out of the receipt by the Borrower to or any Subsidiary of promissory notes and made by other non-cash consideration for Dispositions permitted under Section 6.05 (excluding Section 6.05(e)); (e) (i) loans and advances to directors, officers, employees, members of management or consultants of Holdings (or any Subsidiary to HoldingsParent Entity), the Borrower or any other Subsidiary; provided that Restricted Subsidiary in the ordinary course of business not to exceed $10.0 million in the aggregate at any time outstanding (icalculated without regard to write-downs or write-offs thereof) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) advances of payroll payments and expenses to directors, officers, employees, members of management or consultants in the ordinary course of business; (f) accounts receivable, notes receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers made in the ordinary course of business; (g) Investments under Swap Agreements permitted pursuant to Section 6.01; (h) Investments existing on, or contractually committed as of, the Second Restatement Date and set forth on Schedule 6.04 and any modification, replacement, renewal or extension thereof so long as any such modification, renewal or extension thereof does not increase the amount of such loans and advances made Investment except by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) aboveterms thereof or as otherwise permitted by this Section 6.04; (di) investments received Investments resulting from pledges and deposits permitted by Section 6.02(b)(iv), (f) and (g); (j) Investments (i) constituting Permitted Business Acquisitions, (ii) in connection with any Subsidiary in an amount required to permit such person to consummate a Permitted Business Acquisition and (iii) in any Subsidiary that is not a Subsidiary Loan Party consisting of the bankruptcy Equity Interests of any person who is not a Subsidiary Loan Party; (k) Guarantees (i) permitted by Sections 6.01(k) and (ii) of leases (other than Capital Lease Obligations) or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliersother obligations not constituting Indebtedness, in each case in the ordinary course of business; (el) Investments received in connection with the Borrower and the Subsidiaries may make loans and advances bankruptcy or reorganization of any person, or settlement of obligations of, or other disputes with or judgments against, or foreclosure or deed in lieu of foreclosure with respect to any Lien held as security for an obligation, in each case in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000business; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other personPerson, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, Subsidiaries and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and Borrower, the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateJoint Ventures; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to the Equity Interests of Joint Ventures and the voting stock of a Foreign Subsidiary Subsidiaries referred to therein) ), and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 20,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary or Joint Venture and made by any Subsidiary or Joint Venture to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement, (ii) such loans and advances shall be unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement and (iiiii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective the employees of Holdings and its Subsidiaries so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0005,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (g) the Borrower or any Subsidiary may acquire (x) all or substantially all the assets of a person any Person or line of business business, division or product line of such personPerson, or not less than 85100% of the Equity Interests (other than directors’ qualifying shares) of a person Person or (y) any interest in a Joint Venture (any Person referred to in clause (x) or (y) being referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar similar, related, incidental or reasonably related or incidental ancillary line of business to those as that of the Borrower and the Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant covenants set forth in Sections 6.11 and 6.12 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivereddelivered or for which comparable financial statements have been filed with the Securities and Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such periodperiod (assuming, for purposes of pro forma compliance with Section 6.12, that the maximum Leverage Ratio permitted at the time by such Section was in fact 0.25 to 1.00 less than the ratio actually provided for in such Section at such time); (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance reasonably satisfactory to the Administrative Agent; , and (ivD) the Borrower shall comply, and shall cause the Acquired Entity (other than any Joint Venture) to comply, with the applicable provisions of Section 5.11 5.12 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and; (h) in addition to investments permitted by paragraphs [RESERVED] (ai) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hi) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed at any time outstanding $6,000,000 20,000,000 in the aggregate; (j) investments existing on or contractually committed to be made as of the Closing Date and set forth on Schedule 6.04(j) and any Refinancings, renewals, extensions or continuations thereof; (k) accounts receivable, security deposits and prepayments arising and extensions of trade credit in the ordinary course of business and any assets and securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary to prevent or limit loss and any prepayments and other credits to suppliers in the ordinary course of business; (l) investments consisting of non-cash consideration received in respect of sales, transfers or other dispositions of assets to the extent permitted by Section 6.05; (m) investments from pledges and deposits referred to in Section 6.02(f) and (g); (n) the Borrower’s investments in Equity Interests of CoBank and Patronage Certificates; and (o) Guarantees constituting Indebtedness permitted by Section 6.01.

Investments, Loans and Advances. PurchaseNo Group Member will purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances or capital contributions to, or make or permit to exist any investment or any other interest in, any other personPerson (all of the foregoing, “Investments”), except: (a) (i) investments Investments by Holdings, the Borrower Holdco and the Subsidiaries existing on the date hereof ARCA Effective Date in the Equity Interests of the Borrower Subsidiaries and any modification, replacement, renewal, reinvestment or extension thereof (provided that the Subsidiaries, amount of the original Investment is not increased except as otherwise permitted by this Section 6.05) and (ii) additional investments Investments by Holdings, the Borrower Holdco and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement Security Documents (subject to (x) the limitations applicable limitation referred to voting stock in Section 5.13(b) in the case of a any Foreign Subsidiary referred to thereinand (y) and customary prohibitions contained in the applicable joint venture agreements in the case of non-Subsidiary joint ventures), (B) the aggregate amount of investments Investments by Loan Parties in Subsidiaries that are not Subsidiary Guarantors shall not exceed $125,000,000 at any time outstanding less the amount of Investments made after the Closing Date (other than pursuant to clause (iiio) aboveof this Section 6.05 and (C) if such Investment shall be in the form of a loan or advance by a Loan Parties inParty, such loan or advance shall be unsecured and loans and advances made after subordinated to the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard Obligations pursuant to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingan Affiliate Subordination Agreement; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers customers, licensors, licensees and suppliers, in each case in the ordinary course of business; (ed) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees employees, officers and directors so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (e) Permitted Acquisitions; (f) Investments existing on the Borrower ARCA Effective Date, in each case as set forth on Schedule 6.05 and any modification, replacement, renewal, reinvestment or extension thereof (provided that the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations amount of the Borrower or any Subsidiary or original Investment is not increased except as otherwise related to purchases from foreign supplierspermitted by this Section 6.05); (g) extensions of trade credit in the Borrower or any Subsidiary may acquire all or substantially all the assets ordinary course of business (h) Investments made as a person or line of business of such person, or not less than 85% result of the Equity Interests receipt of non-cash consideration from a sale, transfer or other disposition of any asset in compliance with Section 6.06; (other than directors’ qualifying sharesi) intercompany loans and advances to Holdings to the extent that Holdco may pay dividends to Holdings pursuant to Section 6.07 (and in lieu of a person (referred to herein as the “Acquired Entity”paying such dividends); provided that such intercompany loans and advances (i) such acquisition was not preceded by an unsolicited tender offer shall be made for such Equity Interests bythe purposes, or proxy contest initiated byand shall be subject to all the applicable limitations set forth in, Holdings, the Borrower or any Subsidiary; Section 6.07 and (ii) the Acquired Entity if made by a Loan Party shall be in a similar or reasonably related or incidental line unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement; (j) notes from employees of business to those of the Borrower Holdco and the its Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such employees’ acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that shares of Holdings common Equity Interests so long as no cash is assumed actually advanced by the Borrower Holdings or any of its Subsidiaries in connection with any such acquisition; (k) additional Investments by Holdco and its Subsidiaries, so long as such Investments are made with the proceeds of any substantially contemporaneous issuance of Equity Interests by Holdco or any direct or indirect parent of Holdco to the extent such proceeds shall have actually been received by Holdco; (l) Investments of any Person existing at the time such Person becomes a Subsidiary following of Holdco or consolidates or merges with Holdco or any of its Subsidiaries (including, without limitation, in connection with a Permitted Acquisition) so long as such acquisition and any payments following investments were not made in contemplation of such acquisition pursuant to earn-out provisions Person becoming a Subsidiary or similar obligationsof such merger; (m) shall not investments in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate ordinary course of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions business consisting of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower endorsements for collection or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); anddeposit; (hn) in addition to investments Investments permitted by paragraphs (a) through (gm) aboveabove and (o) below, additional investments, loans and advances Investments by the Borrower Holdco and the Subsidiaries so long as the aggregate amount invested, loaned loans or advanced pursuant to this paragraph (hn) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 75,000,000 in the aggregate; and (o) Investments in non-Subsidiary joint ventures up to an aggregate amount of (i) $125,000,000 less (ii) the amount of Investments made as described in part (B) of the proviso to clause (a) of this Section 6.05.

Investments, Loans and Advances. PurchaseThe Borrower will not, hold or acquire and will not permit any Equity Interests, evidences of indebtedness or other securities ofGroup Member to, make or permit to exist remain outstanding any loans Investments in or advances to any Person, except that the foregoing restriction shall not apply to, or make or permit to exist any investment or any other interest in, any other person, except: (ia) investments by Holdings, Investments which are disclosed to the Borrower and the Subsidiaries existing Lenders on the date hereof Seventh Amendment Effective Date in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingSchedule 9.05; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case receivable arising in the ordinary course of business; (ec) Investments in Cash Equivalents; (d) Investments (i) made among the Borrower and the other Subsidiaries may make which are Loan Parties, (ii) made between the Subsidiaries of the Borrower which are not Loan Parties or (iii) made by any Group Member in or to the Borrower or to its Subsidiaries which are Loan Parties; (e) subject to the limits in Section 9.06, Investments in direct ownership interests in additional Oil and Gas Properties or investments with respect to and relating to the production of oil, gas and other liquid or gaseous hydrocarbons from Oil and Gas Properties which are usual and customary in the oil and gas exploration and production business located, in each case, within the geographic boundaries of the United States of America; (f) loans and or advances to employees, officers or directors in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related of the other Loan Parties, in each case only as permitted by applicable law, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to purchases from foreign suppliersexceed $1,000,000 in the aggregate at any time; (g) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 9.05 owing to the Borrower or any Subsidiary may acquire all or substantially all the assets other Group Member as a result of a person bankruptcy or line other insolvency proceeding of business the obligor in respect of such person, debts or not less than 85% upon the enforcement of the Equity Interests (other than directors’ qualifying shares) any Lien in favor of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiaryof the other Group Members; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all Investments held at any one time under this Section 9.05(g) exceeds $1,000,000; (iih) Investments pursuant to Swap Agreements otherwise permitted under this Agreement; (i) other Investments, when combined with any fees paid under Section 9.04(c)(iii), not to exceed $5,000,000 in the Acquired Entity shall be aggregate at any time; (j) loans, advances or extensions of credit to suppliers or contractors under applicable contracts or agreements in a similar or reasonably related or incidental line the ordinary course of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with oil and gas development activities of such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or such Subsidiary; (k) Investments in Unrestricted Subsidiaries, provided that the aggregate amount of all such Investments at any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) one time shall not exceed $10,000,000 (without giving effect to any appreciation in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate value of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”Investment after date such Investment is made); and (hl) Investments, including, for the avoidance of doubt, any such Investments made on or prior to the Ninth Amendment Effective Date, in addition the form of deposits made by Borrower or any of its Restricted Subsidiaries to investments permitted by paragraphs (a) through (g) abovethird party sellers, additional investmentsincluding purchase price deposits held in escrow, loans pursuant to a binding and advances by the Borrower enforceable purchase and the Subsidiaries so long as the sale agreement in an aggregate amount invested, loaned or advanced pursuant not to this paragraph (h) (determined without regard to exceed the lesser of $50,000,000 and 10% of the Loan Limit at any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregatetime.

Investments, Loans and Advances. PurchaseExcept as otherwise expressly permitted by this Section 6, hold no Credit Party shall, or acquire any Equity Interests, evidences of indebtedness shall cause or other securities ofpermit its Foreign Subsidiaries to, make or permit to exist any loans or advances toinvestment in, or make make, accrue or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made of money to, any Person, through the direct or indirect lending of money, holding of securities or otherwise, except: (a) that Borrowers and Foreign Subsidiaries may hold investments comprised of notes payable issued by the Borrower Account Debtors to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties Foreign Subsidiary pursuant to the Guarantee and Collateral Agreement and (ii) the amount negotiated agreements with respect to settlement of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances Account Debtor's Accounts in the ordinary course of business consistent with past practices; (b) each Credit Party and Foreign Subsidiary may maintain its existing investments in its Subsidiaries as of the Closing Date; (c) any Borrower may make investments in any other Borrower; (d) any Foreign Subsidiary may make investments in any other Foreign Subsidiaries; (e) any Borrower may make investments in any Credit Party (other than Holdings) that is not a Borrower; provided that such investments in Credit Parties shall not exceed $100,000 in the aggregate; (f) any Borrower may make investments in, or create, any wholly-owned domestic Subsidiary, provided that such Subsidiary becomes a Borrower, the Stock of such Subsidiary is pledged to Agent, and such Subsidiary grants Liens to Agent on all of its assets to secure the Obligations, subject only to Permitted Encumbrances; (g) the Credit Parties (other than Holdings) may make loans to Holdings, in lieu of distributions permitted under Section 6.14(d), the proceeds of which shall be used by Holdings solely to pay out of pocket expenses for administrative, legal and accounting services provided by third parties that are reasonable and customary and incurred in the ordinary course of business for such professional services, or to pay franchise fees, costs and expenses associated with the issuance and maintenance of its capital stock and similar costs and expenses, in an annual aggregate amount not to exceed $3,000,000 per Fiscal Year after the Closing Date; (h) the Credit Parties (other than Holdings) may make loans to Holdings, in lieu of distributions permitted under Section 6.14(e), the proceeds of which shall be used by Holdings solely to pay taxes as part of a consolidated, combined or unitary group, (i) any Borrower may make investments in, or create, any wholly-owned Foreign Subsidiary, such that the aggregate amount of all investments in such direct Foreign Subsidiaries funded after the Prior Credit Agreement Closing Date shall not exceed $5,000,000 (exclusive of investments permitted in clause (k) of this Section 6.2); provided that 65% of such stock of such direct Foreign Subsidiary shall be pledged to secure the Obligations; (j) any Credit Party or Foreign Subsidiary may maintain advances, loans and investments in any of their respective employees Foreign Subsidiaries that are in existence as of the date hereof, provided such advances, loans and investments are not increased; (k) any Credit Party or Foreign Subsidiary may make investments in any of its Foreign Subsidiaries consisting of the conversion of intercompany loans (but not intercompany accounts payable) outstanding as of the Closing Date into equity; (l) so long as no Event of Default has occurred and is continuing and there is no outstanding Revolving Loan balance, Borrowers may make investments, subject to Control Letters in favor of Agent for the benefit of Lenders or otherwise subject to a perfected security interest in favor of Agent for the benefit of Lenders, in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (iii) certificates of deposit maturing no more than one year from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $300,000,000 and having a senior unsecured rating of "A" or better by a nationally recognized rating agency (an "A Rated Bank"), (iv) time deposits maturing no more than thirty (30) days from the date of creation thereof with A Rated Banks and (v) mutual funds that invest solely in one or more of the investments described in clauses (i) through (iv) above; (m) other investments by Credit Parties and Foreign Subsidiaries not exceeding $100,000 in the aggregate principal amount thereof at any time outstanding; (n) other investments by Credit Parties and Foreign Subsidiaries not exceeding $2,000,000 in the aggregate at any time outstanding with Agent's prior written approval; (determined without regard o) transactions permitted pursuant to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; Section 6.4; (fp) the Borrower and the Subsidiaries Credit Parties may enter into Hedging Agreements that (i) are required by Section 5.12 hold investments comprised of one or (ii) are not speculative in nature and are related more promissory notes equal to income derived from foreign operations all or a portion of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) purchase price paid by the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be buyer in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance connection with the covenant disposition of those certain assets set forth in Sections 6.11 the Asset Sale Side Letter as of the most recently completed period of four consecutive fiscal quarters ending prior permitted pursuant to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b6.8(g), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (Cq) Capital Expenditures not prohibited by subsection (a) of Annex F and (r) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower Credit Parties may make a one time investment, advance or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not loan in the aggregate exceed amount of $50,000,000 and 1,500,000 to Thermadyne Xxxxxx, Ltda. within ninety (D90) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary days of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregateClosing Date.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof Petition Date in the Equity Interests of the Borrower and the Subsidiaries, Subsidiaries and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held investments made pursuant to clause (ii) above made by a Loan Party other than Equity Interests in Excluded Assets to a Subsidiary that is not a Loan Party may only be made if (as defined in the Guarantee A) no Default or Event of Default shall have occurred and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) continuing and (B) the aggregate amount of all such investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Subsidiaries that are not Loan Parties and outstanding at any time (determined without regard to any write-downs or write-offs thereof, and valued net in the case of such investments, intercompany loans and advancestransferred liabilities) shall not exceed $12,000,000 at 1,000,000 after the Petition Date plus the amount of dividends, distributions and other returns of capital actually received in cash by any time outstandingLoan Party with respect to any such investments (or such greater amount as agreed by the Required Lenders in their reasonable discretion); (b) Permitted Investments; (c) (i) loans or advances in respect of intercompany accounts attributable to the operation of the Borrower’s cash management system (including with respect to intercompany self-insurance arrangements), (ii) [reserved], and (iii) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided provided, however, that (i) any such loans and advances loan or advance made by a Loan Party to Subsidiaries a Subsidiary that are is not a Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties Party shall be subject to the limitation set forth requirements and limitations described in clause (a) abovethe proviso to Section 6.04(a); (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances [reserved]; (f) Guarantees to third parties made in the ordinary course of business in connection with the relocation of employees or agents of any physician or other health care professional associated with or agreeing to their respective employees so long as become associated with the aggregate principal amount thereof at Borrower or any time outstanding Subsidiary or any Hospital owned or leased or operated by the Borrower or any Subsidiary (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000“Health Care Associates”); (fg) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (gh) [reserved]; (i) [reserved]; (j) [reserved]; (k) [reserved]; (l) the Borrower or any Subsidiary of the Subsidiaries may acquire all and hold receivables owing to it, if created or substantially all acquired in the assets of a person or line ordinary course of business and payable or dischargeable in accordance with customary trade terms; (m) investments to the extent that payment for such investments is made with issuances of such person, or not less than 85% the cash proceeds from the issuance of Equity Interests of the Equity Interests Borrower; (other than directors’ qualifying sharesn) extensions of trade credit and purchases of equipment and inventory in the ordinary course of business; (o) [reserved]; (p) investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (q) [reserved]; (r) [reserved]; (s) [reserved]; (t) investments held by a person (referred to herein as including by way of acquisition, merger or consolidation) after the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be Petition Date otherwise in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance accordance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after 6.04 to the extent that such period) as if such transaction had occurred as investments were not made in contemplation of the first day of such period; (C) the total consideration paid or in connection with such acquisition acquisition, merger or consolidation and any other acquisitions pursuant to this Section 6.04(gwere in existence on the date of such acquisition, merger or consolidation; (u) (including any Indebtedness of investments in minority interests existing on the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and Petition Date; (v) if [reserved]; (w) investments representing the Acquired Entity would not constitute a wholly owned Subsidiary non-cash portion of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of consideration received for an Equity Interest therein Asset Sale or other asset disposition permitted under Section 6.05; (other than the Borrower or any wholly owned Subsidiaryx) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents [reserved]; (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(gy) being referred to herein as a “Permitted Acquisition”)[reserved]; and (hz) in addition to investments permitted by paragraphs (a) through (gy) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate outstanding amount investedof investments, loaned or advanced loans and advances pursuant to this paragraph (hz) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 1,000,000 plus the amount of dividends, distributions and other returns of capital actually received in cash by any Loan Party or any of its Subsidiaries in respect of investments made in reliance on this paragraph (z) in the aggregateaggregate at any time (or such greater amount as agreed by the Required Lenders in their reasonable discretion). It is understood and agreed that, in the event that any investment is made by the Borrower or any Subsidiary in any person through substantially concurrent interim transfers of any amount through one or more other Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of this Section 6.04.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, Subsidiaries and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 2,500,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000750,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 5.10 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85100% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those as that of the Borrower and the Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Event of Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant covenants set forth in Sections 6.11 and 6.12 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, (b) and Section 5.04(c) have been delivereddelivered or for which comparable financial statements have been filed with the Securities and Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) after giving effect to such acquisition, there must be at least $10,000,000 of unused and available Revolving Credit Commitments; and (D) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligationsacquisition) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); (h) investments, loans and advances existing on the date hereof and set forth on Schedule 6.04; (i) the Borrower and any Subsidiary may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of the Borrower or such Subsidiary; (j) Holdings may acquire the Offer to Purchase Shares pursuant to the Self Tender; (k) investments arising out of the receipt by the Borrower or any Subsidiary of non-cash consideration for an Asset Sale to the extent permitted by Section 6.05; (l) investments by any person existing at the time such person became a Subsidiary; provided, however, that all such investments existed at the time such person became a Subsidiary and were not made or incurred in connection therewith or in contemplation thereof; and (hm) in addition to investments permitted by paragraphs (a) through (gl) above, additional investments, loans and advances by the Borrower and the Subsidiaries (other than investments, loans and advances to Foreign Subsidiaries) so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hm) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 15,000,000 in the aggregate.

Investments, Loans and Advances. PurchaseThe Borrower will not (and will not permit any of its Subsidiaries to) make, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other personInvestments, except: (i) investments (a) Investments by Holdings, the Borrower and the its Subsidiaries existing on the date hereof Tranche B Effective Date in the Equity Interests any Subsidiary of the Borrower and the Subsidiaries, (iib) additional investments Investments by Holdings, the Borrower and the its Subsidiaries in the Equity Interests Borrower or any of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateits Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments Investments made after the Closing Tranche B Effective Date (other than pursuant to clause (iii) above) by in Subsidiaries of the Borrower that are not Loan Parties inParties, and taken together with loans and advances made after the Closing Tranche B Effective Date by Loan Parties to, to Subsidiaries of the Borrower that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding20,000,000; (bii) Permitted InvestmentsInvestments in cash or Cash Equivalents; (ciii) loans or advances made by the Borrower to any Subsidiary of its Subsidiaries and made by any Subsidiary of its Subsidiaries to Holdings, the Borrower or any other SubsidiarySubsidiary of the Borrower; provided that (ia) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note or global intercompany note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the any Security and Guarantee and Collateral Agreement Document and (iib) the amount of such loans and advances made by Loan Parties to any Subsidiaries of the Borrower that are not Loan Parties shall be subject to the limitation set forth in clause (ai) above; (div) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course Ordinary Course of businessBusiness; (ev) the Borrower and the its Subsidiaries may make loans and advances in the ordinary course Ordinary Course of business Business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0005,000,000 in any fiscal year; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (gvi) the Borrower or any Subsidiary of its Subsidiaries may acquire all or substantially all the assets of a person Person or line of business of such personPerson, or not less than 85100% of the Equity Interests (other than directors’ qualifying shares) of a person Person (referred to herein as the “Acquired Entity”); provided that (ia) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiaryof its Subsidiaries; (iib) the Acquired Entity shall be in a similar or reasonably related or incidental line of business reasonably similar, ancillary or incidental to those the business of that of the Borrower and the its Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iiic) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, in each case at and as of the date the agreement for such acquisition is signed; (B) on the Borrower would be in compliance with date the covenant set forth in Sections 6.11 as of agreement for such acquisition is signed, the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been deliveredSenior Secured Leverage Ratio, after giving pro forma effect to such transaction acquisition and to any other event occurring after such period as to which the pro forma recalculation is appropriate (including any other transaction adjustments described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period1.07, is equal to or less than 3.50 to 1.00; (C) at the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness time of the Acquired Entity that is assumed by the Borrower or any Subsidiary following consummation of such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) transaction, the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; and (ivD) at the time of the consummation of such transaction, the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.03(k) and the any Security and Guarantee Documents; and (v) if provided that the Acquired Entity would not constitute a wholly owned Subsidiary total consideration paid by or on behalf of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent of its Subsidiaries for any such acquisition of a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to Person that does not become a Subsidiary Guarantor hereunder Loan Party (including by way of merger) or of assets that do not become collateral under any Security and a party to Guarantee Documents, when aggregated with the total consideration paid by or on behalf of the Borrower or any of its Subsidiaries for all other acquisitions made by the Borrower or any of its Subsidiaries of Persons that do not become Loan Parties (including by way of merger) or of assets that do not become collateral under any Security Documents and Guarantee Documents, shall not exceed the greater of (x) $75,000,000 and (y) 3.5% of Total Assets (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g5.03(j)(vi) being referred to herein as a “Permitted Acquisition”); and; (hvii) in addition to investments Investments permitted by paragraphs (ai) through (gvi) above, additional investments, loans and advances by the Borrower and the its Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hvii) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 50,000,000 in the aggregate; and (viii) in addition to Investments permitted by paragraphs (i) through (vii) above, additional investments, loans and advances by the Borrower and its Subsidiaries so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the Borrower would be in compliance with the covenant set forth in Section 5.05, after giving pro forma effect to such investment, loan or advance and the pro forma adjustments described in Section 1.07 and (3) on a pro forma basis after giving effect to such investment, loan or advance and the pro forma adjustments described in Section 1.07, the Leverage Ratio is equal to or less than 3.00 to 1.00.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other personInvestment, except: (a) (i) investments Investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, Subsidiaries and (ii) additional investments Investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiary Guarantors; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary CFCs and Excluded Assets referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding); (b) cash and Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement Agreement, (ii) such loans and advances shall be unsecured and subordinated to the Obligations (to the extent constituting an obligation of a Loan Party) pursuant to an Affiliate Subordination Agreement, and (iiiii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective directors, officers and employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required permitted by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers6.01(i); (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person Person or line of business of such personPerson, or not less than 85100% of the Equity Interests (other than directors’ qualifying shares) of a person Person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary, and the board of directors (or similar governing body) of such Person shall not have indicated publicly its opposition to the consummation of such proposed acquisition; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar yearpermitted under Section 6.08; and (iii) at the time of such transaction (A) both before and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) both before and immediately after giving effect thereto, the Borrower would be in compliance with the covenant set forth Financial Covenants on a Pro Forma Basis (assuming, for purposes of compliance with Section 6.11, that the maximum Total Net Leverage Ratio permitted at the time by such Section was in Sections 6.11 fact 0.25 to 1.00 less than the ratio actually provided for in such Section at such time) as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) 5.04 Financials have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed (i) (x) $50,000,000 and 100,000,000 or (Dy) $10,000,000 with respect to any such acquisition where any of the Persons acquired (directly or indirectly) are not required to become Guarantors under Section 5.12 or where substantially all of the assets acquired (in the case of a purchase of assets other than Equity Interests), directly or indirectly, are not pledged as Collateral pursuant to Section 5.12; (E) at least 2 Business Days prior to such acquisition (or such later date as permitted by the Administrative Agent), the Borrower shall have delivered a certificate of a Financial Officer, certifying as to compliance with the foregoing clauses (A) through (D) and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; , and, if the total consideration paid in connection with such acquisition (ivincluding any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) exceeds $10,000,000, attaching a copy of the applicable acquisition agreement and (F) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.12 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); (h) Investments by the Borrower in Hedging Agreements permitted under Section 6.01(i); (i) to the extent constituting Investments, transactions permitted under Section 6.05(a) among the Loan Parties and their Subsidiaries; and (hj) in addition to investments Investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances Investments by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced of such Investments (calculated based on the fair market value of each such Investment as of the date of the making of such Investment) pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advancesInvestments) does not exceed (x) $6,000,000 15,000,000 plus (v) the Available Amount at such time, in the aggregate; provided that (x) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (y) both before and immediately after giving effect thereto, the Borrower would be in compliance with the Financial Covenants on a Pro Forma Basis for the most recent Calculation Period for which Section 5.04 Financials have been delivered and (z) with respect to any Investment in an amount in excess of $10,000,000, at least 2 Business Days prior to the making of such Investment (or such later date as permitted by the Administrative Agent), the Borrower shall have delivered a certificate of a Financial Officer, certifying as to compliance with this paragraph (i) and as to the Available Amount and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other personPerson, except: (a) (i) investments by Holdings, the Borrower Holdings and the Subsidiaries existing on the date hereof 2016 Restatement Date in the Equity Interests of the Borrower Holdings and the Subsidiaries, Subsidiaries and (ii) IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] additional investments by Holdings, the Borrower Holdings and the Subsidiaries in the Equity Interests of Holdings, the Borrower Subsidiaries, the Unrestricted Subsidiaries and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateEscrow Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and a Collateral Agreement or another Security Document (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and Agreed Security Principles), (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Escrow Subsidiaries shall not exceed the amount reasonably determined by Holdings to be the amount such Escrow Subsidiary would be required to pay in respect of accrued interest, accreted original issue discount, premium, fees and expenses in the event that the related Permitted Acquisition is not consummated at the applicable Escrow Release Effective Time and (C) the aggregate outstanding amount of investments by Loan Parties in, and loans and advances by Loan Parties to, Escrow Subsidiaries and Subsidiaries of Holdings that are not Loan Parties Parties, and investments by Holdings or any Subsidiary in, and loans and advances by Holdings or any Subsidiary to, any Unrestricted Subsidiary made after the 2016 Restatement Date (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect theretoinvestment, no Default loan or Event of Default shall have occurred and be continuing; (Badvance is made) the Borrower would be in compliance with the covenant set forth in Sections 6.11 greater of (x) $600,000,000 and (y) 15% of Consolidated EBITDA as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section Sections 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction delivered or for which comparable financial statements have been filed with the Securities and to any other Exchange Commission (it being understood and agreed (1) that in the event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day release of the Guarantee of a Loan Party upon or after the designation by Holdings of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions Loan Party as an Excluded Subsidiary pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and clause (h) of the definition thereof, any then-outstanding investment by any other Loan Party in, or any loan or advance by any other Loan Party to, such Loan Party, in addition each case, made after the 2016 Restatement Date and while such entity was a Loan Party, shall be deemed to investments permitted by paragraphs have been made at the time of the effectiveness of such designation and shall be subject to the limitations set forth in this proviso and (a2) through (g) abovethat any investment, additional investments, loans loan and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant advance subject to this paragraph (h) (determined without regard proviso shall no longer be deemed to any write-downs be outstanding if the Escrow Subsidiary, Unrestricted Subsidiary or write-offs of Subsidiary that received such investmentsinvestment, loans and advances) does not exceed $6,000,000 in the aggregate.loan or advance subsequently becomes, or is merged into, amalgamated or consolidated with, a Loan Party);

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to(other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the U.S. Borrower and the Subsidiaries) to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in, any other person, except: (a) investments (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof Second Restatement Effective Date in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings in the Equity Interests of Intermediate Holdings, the Borrower and the Subsidiaries (iii) by Intermediate Holdings in the Equity Interests of the U.S. Borrower and the Subsidiaries and (iiiiv) investments by any Borrower or any Subsidiary in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; any Borrower or any Subsidiary, provided that (A) any such Equity Interests held investments by a the Borrowers and the Subsidiary Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged Parties pursuant to the Guarantee and Collateral Agreement this paragraph (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to thereina) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Subsidiaries that are not Loan Parties may be made in an aggregate amount (determined valued at the time of the making thereof and without regard giving effect to any write-downs or write-offs thereof), together with outstanding intercompany loans permitted under Section 6.04(d)(ii) and Guarantees subject to the proviso to Section 6.04(m) by Loan Parties of Indebtedness of Subsidiaries that are not Loan Parties, not to exceed (x) $250,000,000 (plus any return of capital actually received by the respective investors in respect of investments theretofore made by them pursuant to this paragraph (a)), plus (y) the portion, if any, of the Available Investment Basket Amount on the date of such investments, loans and advances) shall not exceed $12,000,000 at any time outstandingelection that the U.S. Borrower elects to apply to this paragraph (a); (b) Permitted InvestmentsInvestments and investments that were Permitted Investments when made; (c) loans or advances made investments arising out of the receipt by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the U.S. Borrower or any other Subsidiary; provided that Subsidiary of noncash consideration for the sale of assets permitted under Section 6.05; (d) intercompany loans from the Borrowers and the Subsidiary Loan Parties to (i) any such loans Borrowers or Subsidiary Loan Parties and advances made by a Loan Party to (ii) Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged in an aggregate principal amount (together with investments made pursuant to clause (x) of the proviso to Section 6.04(a)(iv) and Guarantees subject to the Collateral Agent for proviso to Section 6.04(m) by Loan Parties of Indebtedness of Subsidiaries that are not Loan Parties), not to exceed (x) $250,000,000 plus (y) the ratable benefit portion, if any, of the Secured Parties pursuant Available Investment Basket Amount on the date of such election that the U.S. Borrower elects to apply to this paragraph (d); (i) loans and advances to employees of Holdings, Intermediate Holdings, the Guarantee and Collateral Agreement U.S. Borrower or the Subsidiaries in the ordinary course of business not to exceed $10,000,000 in the aggregate at any time outstanding (calculated without regard to write-downs or write-offs thereof) and (ii) advances of payroll payments and expenses to employees in the ordinary course of business; (f) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (g) Swap Agreements permitted pursuant to Section 6.13; (h) investments existing on the Second Restatement Effective Date and set forth on Schedule 6.04(h); (i) investments resulting from pledges and deposits referred to in Sections 6.02(f) and (g); (j) other investments by the U.S. Borrower and the Subsidiaries in an aggregate amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed (i) $200,000,000 (plus any returns of capital actually received by the respective investor in respect of investments theretofore made by it pursuant to this paragraph (j)), plus (ii) the portion, if any, of the Available Investment Basket Amount on the date such election is made that the U.S. Borrower elects to apply to this paragraph (j); (k) investments constituting Permitted Business Acquisitions in an aggregate amount, which shall be deemed to include the principal amount of Indebtedness that is assumed pursuant to Section 6.01 in connection with such loans Permitted Business Acquisitions, not to exceed (i) $500,000,000 (net of any return representing return of capital in respect of any such investment and advances valued at the time of the making thereof) plus (ii) the portion, if any, of the Available Investment Basket Amount on the date such election is made that the U.S. Borrower elects to apply to this paragraph (k); provided that, any investment constituting a Permitted Business Acquisition that is made following the consummation of the IPO shall not be subject to the foregoing limitation to the extent that the Leverage Ratio, on a Pro Forma Basis after giving effect to such acquisition, is less than or equal to 3.25 to 1.00; (l) additional investments may be made from time to time to the extent made with proceeds of Equity Interests (excluding proceeds received as a result of the exercise of Cure Rights pursuant to Section 7.03) of Holdings, which proceeds or investments in turn are contributed to Intermediate Holdings and in turn to the U.S. Borrower; (m) Guarantees constituting Indebtedness permitted by Loan Parties to Section 6.01, provided that the aggregate principal amount of the Indebtedness of Subsidiaries that are not Loan Parties shall be subject that is Guaranteed by any Loan Party (together with investments made pursuant to the limitation set forth in clause (ax) aboveof the proviso to Section 6.04(a)(iv) and intercompany loans permitted under Section 6.04(d)) shall not exceed (i) $250,000,000 plus (ii) the portion, if any, of the Available Investment Basket Amount on the date of such election that the U.S. Borrower elects to apply to this paragraph (m); (dn) investments arising as a result of the Permitted Receivables Financing; (o) the Transactions; (p) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of business; (eq) investments of a Subsidiary acquired after the Closing Date or of a corporation merged into the U.S. Borrower or merged into or consolidated with a Subsidiary in accordance with Section 6.05 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 acquisition, merger or consolidation; (r) Guarantees by the Borrowers and the Subsidiaries may make loans and advances of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Subsidiary in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding business; and (determined without regard to any write-downs or write-offs of such loans and advancess) shall not exceed $2,000,000Excluded Intercompany Investments; (ft) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersQualified Intercompany Investments; (gu) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”investments set forth on Schedule 6.04(u); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have has occurred and be continuing; (B) the Borrower is continuing or would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”)result therefrom; and (hv) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregateIntermediate Holdings Loan.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof Closing Date in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) additional investments by the Borrower and the Subsidiaries in STR India Pvt. Ltd. in an amount not Permitted Joint Ventures (subject to exceed $5,000,000 the limitations on such investments referred to in the aggregatedefinition of the term “Permitted Joint Ventures”); provided that (Ax) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the extent required by Section 5.12 and the Guarantee and Collateral Agreement and (subject y) any such investments made pursuant to the limitations applicable clause (ii) above made by a Loan Party to voting stock a Subsidiary that is not a Loan Party, may only be made if (A) no Default or Event of a Foreign Subsidiary referred to therein) Default shall have occurred and be continuing and (B) the aggregate amount of all such investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Subsidiaries that are not Loan Parties and outstanding at any time (determined without regard to any write-downs or write-offs thereof, and valued net in the case of such investments, intercompany loans and advancestransferred liabilities and returned amounts) shall not exceed $12,000,000 25,000,000 at any time outstandingoutstanding after the Closing Date; (b) Permitted Investments; (c) (i) loans or advances in respect of intercompany accounts attributable to the operation of the Borrower’s cash management system (including with respect to intercompany self-insurance arrangements), (ii) loans or advances made by the Borrower or any of the Subsidiaries to a Permitted Syndication Subsidiary for working capital needs evidenced by a promissory note that is pledged to the Collateral Agent so long as such loans or advances constitute Indebtedness of the primary obligor that is not subordinate to any other Indebtedness of such obligor, and (iii) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that provided, however, that, in the case of clauses (iii) or (iii), (x) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note shall be pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement (and (ii) the amount of any such loans and advances made by a Loan Parties Party to Subsidiaries a Subsidiary that are is not a Loan Parties Party shall be so evidenced and pledged) and (y) any such loan or advance made by a Loan Party to a Subsidiary that is not a Loan Party shall be subject to the limitation set forth requirements and limitations described in clause (ay) aboveof the first proviso to Section 6.04(a), except to the extent that (1) such loan or advance shall be secured by a fully perfected, first-priority Lien on substantially all of the assets of the recipient of such loan or advance and its subsidiaries (in each case of a type that would have constituted Collateral if such recipient were party to the applicable Security Documents) and (2) such Lien is collaterally assigned to the Collateral Agent for the benefit of the Secured Parties, all on terms reasonably satisfactory to the Collateral Agent; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their and Holdings’ respective employees so long as employees, officers, consultants and agents (including payroll advances, travel and entertainment advances and relocation loans in the aggregate principal amount thereof at ordinary course of business to employees, officers and agents of Holdings, the Borrower or any time outstanding such Subsidiary (determined without regard or to any write-downs physician or write-offs of such loans and advances) shall not exceed $2,000,000other health care professional associated with or agreeing to become associated with the Borrower or any Subsidiary or any Hospital owned or leased or operated by the Borrower or any Subsidiary (“Health Care Associates”))); (f) Guarantees to third parties made in the ordinary course of business in connection with the relocation of employees or agents of Health Care Associates of the Borrower or any of the Subsidiaries; (g) the Borrower and the Subsidiaries may enter into Hedging Agreements in the ordinary course of business that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (gh) the Borrower or any Subsidiary may acquire (including by any lease that contains upfront payments and/or buyout options) all or substantially all the assets of a person or line of business of such person, or not less directly acquire and beneficially own (and retain the right to vote) more than 8550% of the aggregate ordinary voting power and aggregate equity value represented by the outstanding capital stock or other Equity Interests (of any acquired or newly formed corporation or other than directors’ qualifying shares) entity that acquires or leases such person, division or line of a person business (referred to herein as the “Acquired Entity”); provided that (i) as of the consummation thereof, such acquisition was not preceded shall have been approved by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiaryboard of directors of the Acquired Entity; (ii) the Acquired Entity shall be in a similar similar, related, incidental or reasonably related or incidental complementary line of business to those as that of the Borrower and the Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto[Reserved], no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g6.04(h) after the Closing Date (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not exceed $50,000,000 in the aggregate exceed $50,000,000 (excluding the total consideration paid in respect of Permitted Acquisitions listed on Schedule 6.04(h) and consideration consisting of, or funded with the proceeds of, Qualified Capital Stock), then the Borrower would be in compliance with the covenant set forth in Section 6.13 on the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(h) occurring after such period) as if such transaction had occurred as of the first day of such period, (C) [Reserved], (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.12 and the Security Documents; Documents within a period after consummation of such transaction agreed to by the Administrative Agent (other than, in each case, any Captive Insurance Subsidiary or Securitization Subsidiary), and (vE) if the aggregate consideration paid in connection with all such acquisitions of Acquired Entity would not constitute a wholly owned Subsidiary of Entities that become Foreign Subsidiaries (or, in the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder case of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) acquisition of assets, such assets are not directly acquired by Loan Parties), shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents not exceed $10,000,000 (any acquisition of an Acquired Entity meeting all the applicable criteria of this Section 6.04(g6.04(h) being referred to herein as a “Permitted Acquisition”); and; (hi) Permitted Joint Ventures; (j) investments in a Permitted Syndication Subsidiary in connection with a Permitted Syndication Transaction made pursuant to Section 6.05(b); (k) investments in any Securitization Subsidiary or other person as required pursuant to the terms and conditions of any Permitted Receivables Transaction made pursuant to Section 6.05(b)(ii); (l) the Borrower or any of the Subsidiaries may acquire and hold Receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (m) investments to the extent that payment for such investments is made with substantially concurrent (and in any event, within 60 days) issuances of or the cash proceeds from the issuance of Equity Interests after the Closing Date of Holdings or any parent thereof and to the extent such proceeds are not included in the calculation of the Available Amount; (n) extensions of trade credit and purchases of equipment and inventory in the ordinary course of business; (o) [reserved]; (p) investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices; (q) investments by the Borrower and the Subsidiaries in any Captive Insurance Subsidiary in an aggregate amount not to exceed 150% of the minimum amount of capital required under the laws of the jurisdiction in which such Captive Insurance Subsidiary is formed (plus any excess capital generated as a result of any such prior investment that would result in an unfavorable tax or reimbursement impact if distributed), and other investments in any Captive Insurance Subsidiary to cover reasonable general corporate and overhead expenses of such Captive Insurance Subsidiary; (r) investments by any Captive Insurance Subsidiary; (s) investments in any Captive Insurance Subsidiary in connection with a push down by the Borrower of insurance reserves; (t) investments held by a person (including by way of acquisition, merger or consolidation) after the Closing Date otherwise in accordance with this Section 6.04 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 acquisition, merger or consolidation; (u) investments in minority interests existing on the Closing Date; (v) [reserved]; (w) investments representing the non-cash portion of the consideration received for an Asset Sale or other asset disposition permitted under Section 6.05; (x) [reserved]; (y) investments made using the Available Amount; (z) in addition to investments permitted by paragraphs (a) through (gy) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate outstanding amount investedof investments, loaned or advanced loans and advances pursuant to this paragraph (hz) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 37,500,000 in the aggregateaggregate at any time outstanding; and (aa) additional investments so long as, at the time of and after giving effect thereto, the Secured Net Leverage Ratio for the most recent Test Period on a pro forma basis shall not be greater than 4.00 to 1.00. It is understood and agreed that, in the event that any investment is made by the Borrower or any Subsidiary in any person through substantially concurrent interim transfers of any amount through one or more other Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of this Section 6.04. In addition, (x) the aggregate amount of investments made by Loan Parties in Subsidiaries that are not Loan Parties (other than investments in such Subsidiaries made in the ordinary course of business for cash management purposes (including with respect to intercompany self-insurance arrangements)) pursuant to Sections 6.04(a), 6.04(h), 6.04(j), 6.04(y), 6.04(z), 6.04(aa), together with Asset Sales by Loan Parties to Subsidiaries that are not Loan Parties pursuant to Section 6.05(b) (other than any Asset Sale made pursuant to Section 6.05(b)(i)) shall not exceed $25,000,000 at any time outstanding (the “Non-Loan Party Cap”) and (y) such investments in Subsidiaries that are not Loan Parties pursuant to clause (x) of this sentence shall not be permitted unless such investment is made for a legitimate business purpose (as determined by the Borrower in good faith).

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, Subsidiaries and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 15,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by the Borrower or any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,00010,000,000 at any time; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85100% of the Equity Interests (other than except for directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business going concern and after giving effect to those of the acquisition the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar yearshall be in compliance with Section 6.08; and (iii) except as otherwise provided in clause (iv)(D) below, the Acquired Entity is located, and substantially all of its operations are conducted, in the United States of America; (iv) at the time of such transaction (A) both before and after giving effect thereto, no Event of Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance Pro Forma Compliance (assuming for purposes of making such determination with respect to the covenant set forth in Sections 6.11 as of Section 6.13 that the most recently completed period of four consecutive fiscal quarters ending prior Leverage Ratio is at least 0.25 to 1.00 lower than the Leverage Ratio set forth therein and in effect at the time such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(bdetermination is made), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) after giving effect to such acquisition, there must be at least $10,000,000 of unused and available Revolving Credit Commitments; and (D) except to the extent consisting of, or financed with the proceeds of, Equity Interests of Holdings, the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed assumed, refinanced or repaid by the Borrower or any Subsidiary in connection with or following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligationsacquisition) shall not in the aggregate exceed $50,000,000 250,000,000 (it being agreed that up to $60,000,000 of such amount may relate to acquisitions of Acquired Entities that do not satisfy the requirements of clause (iii) above but otherwise meet all the criteria of this Section 6.04(g)); and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (ivv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 5.09 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); (h) the Borrower and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of the Borrower or such Subsidiary; (i) Holdings may acquire and hold obligations of one or more officers or other employees of Holdings or its subsidiaries in connection with such officers’ or employees’ acquisition of Equity Interests of Holdings; (j) the Borrower and its Subsidiaries may acquire and hold non-cash consideration issued by the purchaser of assets in connection with a sale of such assets to the extent permitted by Section 6.05; (k) investments, loans and advances existing on the date hereof and set forth in Schedule 6.04; and (hl) in addition to investments permitted by paragraphs (a) through (gk) above, additional investments, loans and advances by the Borrower and the Subsidiaries (other than investments, loans and advances to Foreign Subsidiaries) so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hl) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 25,000,000 in the aggregate.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other personPerson, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, Subsidiaries and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and Borrower, the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateJoint Ventures; provided that that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to the Equity Interests of Joint Ventures and the voting stock of a Foreign Subsidiary Subsidiaries referred to therein) ), and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 20,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary or Joint Venture and made by any Subsidiary or Joint Venture to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement, (ii) such loans and advances shall be unsecured and subordinated to the Obligations pursuant to an Affiliate Subordination Agreement and (iiiii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective the employees of Holdings and its Subsidiaries so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,0005,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliersnature; (g) the Borrower or any Subsidiary may acquire (x) all or substantially all the assets of a person any Person or line of business business, division or product line of such personPerson, or not less than 85100% of the Equity Interests (other than directors’ qualifying shares) of a person Person or (y) any interest in a Joint Venture (any Person referred to in clause (x) or (y) being referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar similar, related, incidental or reasonably related or incidental ancillary line of business to those as that of the Borrower and the Subsidiaries as conducted during the current and most recently concluded recent calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant covenants set forth in Sections 6.11 and 6.12 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivereddelivered or for which comparable financial statements have been filed with the Securities and Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such periodperiod (assuming, for purposes of pro forma compliance with Section 6.12, that the maximum Leverage Ratio permitted at the time by such Section was in fact 0.25 to 1.00 less than the ratio actually provided for in such Section at such time); (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance reasonably satisfactory to the Administrative Agent; , and (ivD) the Borrower shall comply, and shall cause the Acquired Entity (other than any Joint Venture) to comply, with the applicable provisions of Section 5.11 5.12 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and; (h) in addition to investments permitted by paragraphs [RESERVED] (ai) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (hi) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed at any time outstanding $6,000,000 20,000,000 in the aggregate; (j) investments existing on or contractually committed to be made as of the Closing Date and set forth on Schedule 6.04(j) and any Refinancings, renewals, extensions or continuations thereof; (k) accounts receivable, security deposits and prepayments arising and extensions of trade credit in the ordinary course of business and any assets and securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary to prevent or limit loss and any prepayments and other credits to suppliers in the ordinary course of business; (l) investments consisting of non-cash consideration received in respect of sales, transfers or other dispositions of assets to the extent permitted by Section 6.05; (m) investments from pledges and deposits referred to in Section 6.02(f) and (g); (n) the Borrower’s investments in Equity Interests of CoBank and Patronage Certificates; and (o) Guarantees constituting Indebtedness permitted by Section 6.01.

Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger, consolidation or amalgamation with a person that is not a Wholly Owned Subsidiary immediately prior to such merger, consolidation or amalgamation) any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances toto or Guarantees of the obligations of, or make or permit to exist any investment or any other interest inin (each, an “Investment”), any other person, except: (i) investments Investments by Holdings, the any Borrower and the Subsidiaries existing on the date hereof or any Subsidiary in the Equity Interests of the any Borrower and the Subsidiaries, or any Subsidiary; (ii) additional investments by Holdings, the intercompany loans from any Borrower and the Subsidiaries in the Equity Interests of the or any Subsidiary to any Borrower and the Subsidiaries or any Subsidiary; and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregate; Guarantees by any Borrower or any Subsidiary Loan Party of Indebtedness otherwise expressly permitted hereunder of any Borrower or any Subsidiary, provided that the sum of (A) Investments (valued at the time of the making thereof and without giving effect to any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreementwrite downs or write offs thereof) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing ClosingAmendment No. 2 Effective Date (other than by the Loan Parties pursuant to clause (iiii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, in Subsidiaries that are not Subsidiary Loan Parties Parties, plus (determined without regard to any write-downs or write-offs of such investments, B) net intercompany loans and advances) shall not exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by after the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made ClosingAmendment No. 2 Effective Date by Loan Parties to Subsidiaries that are not Subsidiary Loan Parties shall be subject pursuant to the limitation set forth in clause (aii), plus (C) aboveGuarantees after the ClosingAmendment No. 2 Effective Date by Loan Parties of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties pursuant to clause (iii), shall not exceed an aggregate net amount equal to $5,000,000 (plus any return of capital actually received by the respective investors in respect of Investments theretofore made by them pursuant to this paragraph (b)); (b) Permitted Investments and Investments that were Permitted Investments when made; (c) Investments arising out of the receipt by any Borrower or any Subsidiary of non-cash consideration for the sale of assets permitted under Section 7.05; (d) investments loans and advances to officers, directors, employees or consultants of any Borrower or any Subsidiary (i) in the ordinary course of business not to exceed $1,000,000 at any time outstanding (calculated without regard to write downs or write offs thereof), (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests of the Holdcos (or any Parent Entity) solely to the extent that the amount of such loans and advances shall be contributed to such Borrower in cash as common equity; (e) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business; (f) Swap Contracts permitted hereunder; (g) Investments existing on, or contractually committed as of, the ClosingAmendment No. 2 Effective Date and set forth on Schedule 7.04 and any extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (g) is not increased at any time above the amount of such Investment existing or contractually committed to on the ClosingAmendment No. 2 Effective Date; (h) Investments resulting from pledges and deposits under Sections 7.02(f), (g), (k), (r), (s) and (u); (i) other Investments by any Borrower or any Subsidiary if (i) the Payment Conditions shall have been met and (ii) no Event of Default shall have occurred and be continuing or would result therefrom; (j) Investments constituting Permitted Business Acquisitions; (k) intercompany loans between Subsidiaries that are not Subsidiary Loan Parties and Guarantees by such Subsidiaries to the extent permitted by Section 7.01(l); (l) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes withwith or judgments against, customers and suppliers, in each case in the ordinary course of businessbusiness or Investments acquired by any Borrower as a result of a foreclosure by such Borrower or any of its Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; (em) Investments of a Subsidiary acquired after the Closing Date or of an entity merged into any Borrower or merged into or consolidated with a Subsidiary after the Closing Date, in each case, to the extent permitted under this Section 7.04 and, in the case of any acquisition, merger, consolidation or amalgamation, in accordance with Section 7.05 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such acquisition, merger, consolidation or amalgamation; (n) acquisitions by any Borrower of obligations of one or more current or former officers, directors or other employees of the Holdcos, any Parent Entity, such Borrower or its Subsidiaries may make loans and advances their respective estates, spouses or former spouses in connection with such person’s acquisition of Equity Interests of the Holdcos or any Parent Entity, so long as no cash is actually advanced by such Borrower or any of its Subsidiaries to such persons in connection with the acquisition of any such obligations; (o) Guarantees by any Borrower or any Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any Borrower or any Subsidiary in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000business; (fp) Investments to the Borrower and the Subsidiaries may enter into Hedging Agreements extent that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations payment for such Investments is made with Equity Interests of the Borrower Holdcos (or any Subsidiary or otherwise related to purchases from foreign suppliersParent Entity); (gq) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of Investments in the Equity Interests of one or more newly formed persons that are received in consideration of the contribution by the Holdcos, the applicable Borrower or the applicable Subsidiary of assets (other than directors’ qualifying sharesincluding Equity Interests and cash) of a to such person (referred to herein as the “Acquired Entity”)or persons; provided that (i) the fair market value (as determined in good faith by such acquisition was Borrower) of such assets, determined on an arms’-length basis, so contributed pursuant to this paragraph (q) shall not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, in the Borrower or any Subsidiary; aggregate exceed $1,000,000 and (ii) the Acquired Entity shall be in respect of each such contribution, a similar or reasonably related or incidental line of business to those Responsible Officer of the applicable Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and shall certify (iiix) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; continuing or would result from such contribution, (By) the Borrower would be fair market value (as determined in compliance with the covenant set forth in Sections 6.11 as good faith by such Borrower) of the most recently completed period assets so contributed and (z) that the requirements of four consecutive fiscal quarters ending prior clause (i) of this proviso remain satisfied; (r) Investments consisting of Restricted Payments permitted under Section 7.06; (s) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; (t) Investments in Subsidiaries that are not Loan Parties not to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to exceed $1,000,000 at any other event occurring after such period as to which pro forma recalculation is appropriate time outstanding (including plus any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as return of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed capital actually received by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not respective investors in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate respect of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted Investments theretofore made by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced them pursuant to this paragraph (hu)), as valued at the fair market value (as determined in good faith by the applicable Borrower) (determined without regard to any write-downs or write-offs of such investmentsInvestment at the time such Investment is made; (u) Investments consisting of the licensing or contribution of intellectual property licenses pursuant to joint marketing arrangements with other persons; (v) Guarantees permitted under Section 7.01 (except to the extent such Guarantee is expressly subject to Section 7.04); (w) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the applicable Borrower or Subsidiary; (x) Investments by any Borrower and its Subsidiaries, including loans and advances, to any direct or indirect parent of such Borrower, if such Borrower or any other Subsidiary would otherwise be permitted to make a Restricted Payment in such amount (provided that the amount of any such Investment shall also be deemed to be a Restricted Payment under the appropriate clause of Section 7.06 for all purposes of this Agreement); (y) does Investments received substantially contemporaneously in exchange for Equity Interests of the Holdcos or any Parent Entity; (z) Investments in joint ventures not exceed in excess of $6,000,000 5,000,000 in the aggregateaggregate (plus any return of capital actually received by the respective investors in respect of Investments theretofore made by them pursuant to this clause (z)); provided that if any Investment pursuant to this clause (z) is made in any person that is not a Subsidiary of any Borrower at the date of the making of such Investment and such person becomes a Subsidiary of any Borrower after such date, such Investment shall thereafter be deemed to have been made pursuant to Section 7.04(a) and shall cease to have been made pursuant to this clause (z) for so long as such person continues to be a Subsidiary of a Borrower; (aa) Reasonable and customary Investments (including, to the extent reasonable and customary, capital contributions, intercompany debt or other extensions of credit) in any Receivables Subsidiary in connection with any Qualified Receivables Financing; and (bb) Industrial revenue bonds or other similar municipal bonds issued to any Borrower or any Subsidiary pursuant to arrangements of the type pursuant to which the Industrial Revenue Bond was issued, provided that any consideration paid by any Borrower or any Subsidiary for such bonds is applied solely for the acquisition, lease, construction, repair, replacement or improvement of property owned or leased (or to be owned or leased) by any Borrower or any Subsidiary and to pay costs and expenses in connection with such arrangements.

Investments, Loans and Advances. PurchaseExcept as otherwise expressly permitted by this Section 6, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or no Credit Party shall make or permit to exist any investment or any other interest in, any other personor make, except: (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries, (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not accrue or permit to exceed $5,000,000 in the aggregate; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments made after the Closing Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $12,000,000 at any time outstanding; (b) Permitted Investments; (c) exist loans or advances made by of money to, any Person, through the Borrower to any Subsidiary and made by any Subsidiary to Holdingsdirect or indirect lending of money, the Borrower holding of securities or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause otherwise, except: (a) above; (d) that Borrowers may hold investments received in connection comprised of notes payable issued by Account Debtors to any Borrower pursuant to negotiated agreements with the bankruptcy or reorganization of, or respect to settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances such Account Debtor's Accounts in the ordinary course of business consistent with past practices; (b) each Credit Party may maintain its existing investments in its Subsidiaries as of the Closing Date; (c) any Borrower may make investments in any other Borrower; (d) any Borrower may make investments in any Credit Party (other than Holdings) that is not a Borrower; provided that such investments in Credit Parties shall not exceed $100,000 in the aggregate; (e) any Borrower may make investments in, or create, any wholly-owned domestic Subsidiary, provided that such Subsidiary becomes a Borrower, the Stock of such Subsidiary is pledged to Agent, and such Subsidiary grants Liens to Agent on all of its assets to secure the Obligations, subject only to Permitted Encumbrances; (f) the Credit Parties (other than Holdings) may make loans to Holdings, in lieu of distributions permitted under Section 6.14(d), the proceeds of which shall be used by Holdings solely to pay out of pocket expenses for administrative, legal and accounting services provided by third parties that are reasonable and customary and incurred in the ordinary course of business for such professional services, or to pay franchise fees, costs and expenses associated with the issuance and maintenance of its capital stock and similar costs and expenses, in an annual aggregate amount not to exceed $3,000,000 per Fiscal Year after the Closing Date; (g) the Credit Parties (other than Holdings) may make loans to Holdings, in lieu of distributions permitted under Section 6.14(e), the proceeds of which shall be used by Holdings solely to pay taxes as part of a consolidated, combined or unitary group, (h) any Borrower may make investments in, or create, any wholly-owned Foreign Subsidiary, provided that (I) 65% of such stock of such Foreign Subsidiary shall be pledged to secure the Obligations, and (II) the aggregate amount of all investments in such Foreign Subsidiaries funded after the Closing Date shall not exceed $3,000,000 (exclusive of investments permitted in clause(j) of this Section 6.2); (i) any Credit Party may maintain advances, loans and investments in any of their respective employees Foreign Subsidiaries that are in existence as of the date hereof, provided such advances, loans and investments are not increased; (j) any Credit Party may make investments in any of its Foreign Subsidiaries consisting of the conversion of intercompany loans (but not intercompany accounts payable) outstanding as of the Closing Date into equity to the extent required to meet thin capitalization rules in the applicable jurisdiction; (k) so long as no Event of Default has occurred and is continuing and there is no outstanding Revolving Loan balance, Borrowers may make investments, subject to Control Letters in favor of Agent for the benefit of Lenders or otherwise subject to a perfected security interest in favor of Agent for the benefit of Lenders, in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having the highest rating obtainable from either Standard & Poor's Ratings Group or Moody's Investors Service, Inc., (iii) certificates of deposit maturixx xx xore than one year from the date of creation thereof issued by commercial banks incorporated under the laws of the United States of America, each having combined capital, surplus and undivided profits of not less than $300,000,000 and having a senior unsecured rating of "A" or better by a nationally recognized rating agency (an "A Rated Bank"), (iv) time deposits maturing no more than thirty (30) days from the date of creation thereof with A Rated Banks and (v) mutual funds that invest solely in one or more of the investments described in clauses (i) through (iv) above; (l) other investments not exceeding $100,000 in the aggregate principal amount thereof at any time outstanding; (m) other investments not exceeding $1,000,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiarywith Agent's prior written approval; (iin) the Acquired Entity shall be in a similar or reasonably related or incidental line of business transactions permitted pursuant to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar yearSection 6.4; and (iiio) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required Capital Expenditures not prohibited by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs subsection (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.Annex F.

Investments, Loans and Advances. Purchase, hold or acquire any Equity Interests, evidences of indebtedness Indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any similar investment or any other interest in, any other personperson (each, an “Investment”), except: (a) (i) investments Investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower Subsidiaries and other Investments existing on the Subsidiariesdate hereof and set forth on Schedule 6.04 and extensions, renewals, modifications or restatements or replacements thereof, provided that no such extension, renewal, modification or restatement or replacement shall (x) increase the amount of the original Investment or (y) adversely affect the interests of the Lenders with respect to such original Investment or the interests of the Lenders under this Agreement or any other Loan Document in any material respect, (ii) Investments by the Borrower and the Subsidiaries existing on the date hereof in auction rate securities and (iii) additional investments Investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries and (iii) investments in STR India Pvt. Ltd. in an amount not to exceed $5,000,000 in the aggregateSubsidiaries; provided that (A) any such Equity Interests held by a Loan Party other than Equity Interests in Excluded Assets (as defined in the Guarantee and Collateral Agreement) shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to herein and therein) and (B) the aggregate amount of investments Investments made after the Closing Effective Date (other than pursuant to clause (iii) above) by Loan Parties in, and loans and advances made after the Closing Effective Date by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investmentsInvestments, loans and advances) shall not exceed $12,000,000 35,000,000 at any time outstanding; (b) Permitted Investments; (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party to Subsidiaries that are not Loan Parties shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above; (d) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; (e) the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $2,000,000; (f) the Borrower and the Subsidiaries may enter into Hedging Agreements that (i) are required by Section 5.12 or (ii) are not speculative in nature and are related to income derived from foreign operations of the Borrower or any Subsidiary or otherwise related to purchases from foreign suppliers; (g) the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 85% of the Equity Interests (other than directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be in a similar or reasonably related or incidental line of business to those of the Borrower and the Subsidiaries as conducted during the current and most recently concluded calendar year; and (iii) at the time of such transaction (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (B) the Borrower would be in compliance with the covenant set forth in Sections 6.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, and 5.04(c) have been delivered, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in this Section 6.04(g) occurring after such period) as if such transaction had occurred as of the first day of such period; (C) the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed by the Borrower or any Subsidiary following such acquisition and any payments following such acquisition pursuant to earn-out provisions or similar obligations) shall not in the aggregate exceed $50,000,000 and (D) the Borrower shall have delivered a certificate of a Financial Officer, certifying as to the foregoing and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the Administrative Agent; (iv) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.11 and the Security Documents; and (v) if the Acquired Entity would not constitute a wholly owned Subsidiary of the Borrower and would be required to become a Subsidiary Guarantor hereunder, each holder of an Equity Interest therein (other than the Borrower or any wholly owned Subsidiary) shall have executed and delivered to the Collateral Agent a consent and waiver in form and substance reasonably satisfactory to the Collateral Agent permitting such Acquired Entity to become a Subsidiary Guarantor hereunder and a party to the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”); and (h) in addition to investments permitted by paragraphs (a) through (g) above, additional investments, loans and advances by the Borrower and the Subsidiaries so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (h) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $6,000,000 in the aggregate.