Common use of ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS Clause in Contracts

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers will not, and will not permit any of the Material Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5: (a) the Borrowers or any of their respective Material Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers and their respective Material Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due); (d) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practice; (e) the existing loans, advances, investments and guarantees described in Annex V hereto; (f) investments of the Borrowers and their respective Material Subsidiaries in Hedge Agreements that comply with section 10.10; (g) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (h) intercompany loans and advances permitted by section 11.4(d); (i) the Acquisitions permitted by section 11.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower or any of its Material Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which are not prohibited by this Agreement; and (l) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after the date hereof, provided that at the time of making any such loan, advance or investment, no Event of Default or Default shall have occurred and be continuing, or would result therefrom.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) existing investments in any Subsidiaries (and any increases thereof attributable to increases in retained earnings), and existing loans and advances to any Subsidiary; (g) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fh) investments of the Borrowers and their respective Material Subsidiaries in Hedge Agreements that comply with section 10.10; (g) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent unsecured Guaranty Obligations permitted by section 10.12(b); (h) intercompany loans and advances permitted by section 11.4(d)9.4; (i) the Acquisitions permitted by section 11.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary as a result of an Acquisition permitted by section 11.2 Borrower and were incurred its Subsidiaries in the ordinary course of business and not created in contemplation thereof, but not any increase in the amount thereofHedge Agreements; (j) loans and advances by any Subsidiary of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject Borrower to the limitation set forth in section 11.6(d)Borrower, any extension of credit or capital contribution to, or other investment in, PROVIDED that the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date)Indebtedness represented thereby constitutes Subordinated Indebtedness; (k) any unsecured Guaranty Obligation incurred to the extent not permitted by a the foregoing clauses, loans and advances by the Borrower or by any Subsidiary of its Material Subsidiaries with respect to the Borrower to, or other investments in, any Subsidiary of the Borrower which is (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the sameGuarantor, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which are and (iii) not prohibited by this Agreement; and (l) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after the date hereof, provided that at the time of making any such loan, advance or investment, no Event of Default or Default shall have occurred and be continuing, or would result therefrom.Foreign Subsidiary;

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Company will not, and will not permit any of the Material its Subsidiaries to, (1a) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2b) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3c) create, acquire or hold any Material Subsidiary, (4d) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5e) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5except: (ai) the Borrowers Company or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (bii) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (ciii) the Borrowers Company and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms terms; (including receivables evidenced iv) investments acquired by the Company or any of its Subsidiaries (A) in exchange for any other investment held by the Company or any such Subsidiary in connection with or as a promissory note executed after result of a bankruptcy, workout, reorganization or recapitalization of the account debtor issuer of such other investment, or (B) as a result of a foreclosure by the Company or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in question fails to make payments when duedefault; (v) any unsecured guaranty by the Company of the Indebtedness described in section 9.4(b), (c) or (e); (dvi) loans investments of the Company and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, its Subsidiaries in each case incurred in the ordinary course of business and consistent with past practiceHedge Agreements; (evii) the existing loans, advances, investments and guarantees described in on Annex V hereto; (f) investments of the Borrowers and their respective Material Subsidiaries in Hedge Agreements that comply with section 10.10; (gviii) existing investments in any Material Foreign Subsidiaries shall be permitted, and the creation and holding of any Subsidiaries which are not Wholly-Owned Material Subsidiary Subsidiaries (and any additional increases thereof attributable to increases in retained earnings) (ix) investments in any current or future the capital of Wholly-Owned Material SubsidiarySubsidiaries which are not Foreign Subsidiaries; (x) loans and advances by any Subsidiary of the Company to the Company, so long as provided that the Borrowers comply with section 10.12(bIndebtedness represented thereby constitutes Subordinated Indebtedness; (xi) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (h) intercompany loans and advances permitted by section 11.4(d); (i) the Acquisitions permitted by section 11.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower or any of its Material Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which are not prohibited by this Agreement; and (l) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after loans and advances by the date hereofCompany or by any Subsidiary of the Company to, or other investments in, any person (including, without limitation, Subsidiaries of the Company and employees, officers and directors of the Company and its Subsidiaries); provided that at the time cumulative aggregate amount of making all such loans, advances and investments after March 31, 1997, after giving effect to any repayment of any such loanloans or advances, advance shall not exceed $500,000 at any time outstanding; and (xii) Guaranty Obligations of (A) the Company or investment, no Event any Subsidiary in respect of Default leases which are not prohibited by under this Agreement and (B) the Company or Default shall have occurred and any Subsidiary in respect of any other person (other than in respect of Indebtedness for borrowed money) arising as a matter of applicable law because the Company or such Subsidiary is or is deemed to be continuinga general partner of such other person, or would result therefromarising in the ordinary course of business, shall be permitted.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for for: (i) business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business business; and (ii) in addition to the loan to Philxx X. Xxxxxxx xx set forth on Annex V hereof, loans and consistent with past practiceadvances to employees for other purposes up to an aggregate for Borrower and its Subsidiaries of not more than $100,000 outstanding at any time; (ef) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fg) investments of the Borrowers and their respective Material Subsidiaries Borrower in Hedge Agreements that comply with section 10.10Agreements; (gh) existing investments in any Material Subsidiaries shall be permitted, and permitted as shall the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation Subsidiary that is a Guarantor of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b)Payment; (hi) intercompany loans and advances permitted by section 11.4(d9.4(d); (ij) the Acquisitions permitted by section 11.29.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof9.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a the Borrower or any of its Material Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of the Borrower (other than with respect to the Receivables Subsidiary) which is permitted under section 11.4 9.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries Borrower to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, Subsidiary of the Borrower that is a Guarantor of Payment which are not prohibited by this Agreement; and; (l) any additional unsecured Guaranty Obligations of the Borrower (other Guaranty Obligations, loans, advances, investments (whether in than with respect to obligations of the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a BorrowerReceivables Subsidiary), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after the date hereof, provided PROVIDED that at the time of making any such loanincurrence thereof, advance or investmentand after giving effect thereto, the Borrower would be in compliance with sections 9.7 and 9.8; no Event of Default or Default shall have occurred and be continuing, continuing or would result therefrom; and the aggregate amount of all Guaranty Obligations of the Borrower and its Subsidiaries in respect of Indebtedness of persons other than Wholly-Owned Subsidiaries of the Borrower, is not in excess of $20,000,000; (m) Indebtedness in the form of unpaid purchase price of Receivables Related Assets owing from the Receivables Subsidiary to the Borrower; and (n) unsecured advances made by the Borrower or LESCO Services, Inc. to the Receivables Subsidiary pursuant to the Services Agreement executed in connection with the Permitted Asset Securitization.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those which may be created in favor of the Lenders and any other benefitted creditors under any Designated Hedge Agreements pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V IV hereto; (f) investments of the Borrowers and their respective Material Subsidiaries in Hedge Agreements that comply with section 10.10; (g) investments of the Borrower and its Subsidiaries in Hedge Agreements; (h) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guarantywhich is, or pledge its capital stock to the extent permitted by section 10.12(b)which contemporaneously with becoming a Subsidiary also becomes, a Subsidiary Guarantor; (hi) intercompany loans and advances permitted by section 11.4(d9.4(d); (ij) the Acquisitions permitted by section 11.29.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof9.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a the Borrower or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of the Borrower which is permitted under section 11.4 9.4 without restriction upon the ability of the Borrowers Borrower or any of their respective Subsidiaries Subsidiary to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, Subsidiary of the Borrower which are not prohibited by this Agreement; and (l) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a the Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after the date hereofend of the most recent fiscal quarter of the Borrower for which financial statements were furnished to the Lenders prior to the Effective Date (such loans, provided advances and investments, collectively, "BASKET INVESTMENTS"), PROVIDED that (i) at the time of making any such loan, advance or investment, Basket Investment no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum cumulative amount of Basket Investments which are so made and outstanding at any time shall not exceed an aggregate of $2,000,000, taking into account the repayment of any loans or advances comprising such Basket Investments.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders Lender pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) investments in the capital of any Wholly-Owned Subsidiary which is not a Foreign Subsidiary; (g) to the extent not permitted by the foregoing clauses, existing investments in any Subsidiaries (and any increases thereof attributable to increases in retained earnings); (h) to the extent not permitted by the foregoing clauses, existing loans, advances, investments and guarantees described in Annex V heretoguarantees; (fi) any unsecured Guaranty Obligations permitted by section 8.4; (j) investments of the Borrowers Borrower and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10Agreements; (gk) existing loans and advances by any Subsidiary of the Borrower to the Borrower, PROVIDED that the Indebtedness represented thereby constitutes subordinated indebtedness; (l) loans and advances by the Borrower or by any Subsidiary of the Borrower to, or other investments in in, any Material Subsidiaries shall be permittedSubsidiary of the Borrower which is (i) a Subsidiary Guarantor, and the creation and holding of any (ii) a Wholly-Owned Material Subsidiary, and (iii) not a Foreign Subsidiary; (m) loans and advances by any Subsidiary and of the Borrower which is not a Subsidiary Guarantor to, or other investments by any additional investments in such Subsidiary in, any current or future other Subsidiary of the Borrower which is a Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (h) intercompany loans and advances permitted by section 11.4(d); (in) the Acquisitions permitted by section 11.2; and 8.2; (o) loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof8.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower or any of its Material Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which are not prohibited by this Agreement; and (lp) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a the Borrower)) and Guaranty Obligations, in or to or for the benefit of, any corporation, partnership, limited liability company, joint venture or other business entity, which is not itself a Subsidiary of the Borrower or owned or controlled by any director, officer or employee of the Borrower or any of its Subsidiaries, not otherwise permitted by the foregoing clauses, made after the date hereofDecember 31, provided that at the time of making any 1999 (such loanloans, advance or investmentadvances and investments and Guaranty Obligations, collectively, "BASKET INVESTMENTS AND GUARANTEES"), shall be permitted to be incurred if (i) no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the aggregate cumulative amount of such Basket Investments and Guarantees (taking into account any repayments of loans or advances), does not exceed $5,000,000; PROVIDED that if the Subordinated Bridge Debt is retired in full out of the net proceeds of an offering involving the issuance by the Borrower of shares of its capital stock (other than Redeemable Stock), then effective immediately after giving effect to such issuance and such retirement, the foregoing amount shall be increased from $5,000,000 to $7,500,000.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit PartiesPerson, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any personPerson, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those which may be created in favor of the Lenders and any other benefited creditors under any Designated Hedge Agreements pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5except: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicein an amount not to exceed $500,000 outstanding at any time; (ef) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in Annex V on Schedule 9.5 hereto; (f) investments of the Borrowers and their respective Material Subsidiaries in Hedge Agreements that comply with section 10.10; (g) investments of the Borrower and its Subsidiaries in Hedge Agreements; (h) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Domestic Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver that is also a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b)Subsidiary Guarantor; (hi) intercompany loans and advances permitted made by section 11.4(d)the Borrower or any Subsidiary to the Borrower or any other Subsidiary in the ordinary course of business; (ij) the Acquisitions permitted by section 11.29.2; and loans, advances and investments of any person Person which are outstanding at the time such person Person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof9.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a the Borrower or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of the Borrower or the Borrower which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the same9.4, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, Subsidiary of the Borrower which are not prohibited by this Agreement; and (l) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a the Borrower)) and Guaranty Obligations, in or to or for the benefit of, any corporation, partnership, limited liability company, joint venture or other business entity, which is not itself a Subsidiary of the Borrower or owned or controlled by any director, officer or employee of the Borrower or any of its Subsidiaries, not otherwise permitted by the foregoing clauses, made after the date hereofClosing Date (such loans, provided that at the time of making any such loanadvances and investments and Guaranty Obligations, advance or investmentcollectively, “Basket Investments and Guarantees”), shall be permitted to be incurred if (i) no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the aggregate cumulative amount of such Basket Investments and Guarantees (taking into account any repayments of loans or advances), does not exceed $10,000,000.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers will not, and will not permit any of the Material Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers or any of their respective Material the Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers and their respective Material the Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when duedue and including the acceptance of notes by Brush Wellxxx (Xxpan) Ltd. in respect of its receivables in the normal course of its business and consistent with its past practice ); (d) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practice; (e) the existing loans, advances, investments and guarantees described in Annex V hereto; (f) investments of the Borrowers and their respective Material the Subsidiaries in Hedge Agreements that comply with section 10.10Section 8.10; (g) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b8.12(a) in connection with the creation of any such Wholly-Owned Domestic Subsidiary and with section 10.12(a8.12(b) by causing the Subsidiaries referenced therein any Wholly-Owned Domestic Subsidiary that is or becomes a Material Subsidiary to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (h) intercompany loans and advances permitted by section 11.4(d9.4(d); (i) the Acquisitions permitted by section 11.29.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrowers as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business 9.2 and not created in contemplation thereof, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of a Borrower which is permitted under section 11.4 9.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries Subsidiary to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, Subsidiary of the Borrowers which are not prohibited by this Agreement; and; (lk) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after the date hereofhereof (such loans, provided advances and investments, collectively, "BASKET INVESTMENTS"), PROVIDED that (i) at the time of making any such loan, advance or investment, Basket Investment no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum cumulative amount of Basket Investments which are so made and outstanding at any time, taking into account the repayment of any loans or advances comprising such Basket Investments, shall not, when taken together with the aggregate amount of all Guaranty Obligations of the Borrowers and the Subsidiaries in respect of Indebtedness of persons other than Wholly-Owned Subsidiaries of the Borrowers which are then outstanding, does not exceed $10,000,000 with respect to the Borrowers and the Subsidiaries on a consolidated basis; and (l) the Permitted Precious Metal Consignments.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) existing investments in any Subsidiaries (and any increases thereof attributable to increases in retained earnings), and existing loans and advances to any Subsidiary; (g) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fh) any unsecured Guaranty Obligations permitted by section 9.4; (i) investments of the Borrowers Borrower and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10Agreements; (gj) existing investments in loans and advances by any Material Subsidiaries shall be permittedSubsidiary of the Borrower to the Borrower, and PROVIDED that the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(bIndebtedness represented thereby constitutes Subordinated Indebtedness; (k) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent not permitted by section 10.12(b)the foregoing clauses, loans and advances by the Borrower or by any Subsidiary of the Borrower to, or other investments in, any Subsidiary of the Borrower which is a Subsidiary Guarantor; (h) intercompany loans and advances permitted by section 11.4(d); (il) the Acquisitions permitted by section 11.2; and 9.2; (m) loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof9.2, but not any increase in the amount thereof; (jn) any additional investments of up to $15,000,000 made after the end of the following Borrower's fiscal quarter ended on or nearest to October 31, 1998 in connection with a Qualified Receivables Transaction: (i) Indebtedness Bouclair, Inc., PROVIDED that at the time of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain making any such additional investment no Event of its Subsidiaries Default shall have occurred and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution tobe continuing, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date)would result therefrom; (ko) any unsecured Guaranty Obligation incurred by a Borrower or any additional investments of its Material Subsidiaries with respect up to (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon $5,000,000 made after the ability end of the Borrowers Borrower's fiscal quarter ended on or nearest to October 31, 1998 in The Country Sampler Store, L.L.C., PROVIDED that at the time of making any such additional investment no Event of their respective Subsidiaries to guarantee the sameDefault shall have occurred and be continuing, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which are not prohibited by this Agreementwould result therefrom; and (lp) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a the Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after the date hereofend of the most recent fiscal quarter of the Borrower for which financial statements were furnished to the Lenders prior to the Effective Date (such loans, provided advances and investments, collectively, "BASKET INVESTMENTS"), PROVIDED that (i) at the time of making any such loan, advance or investment, Basket Investment no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum cumulative amount of Basket Investments which are so made and outstanding at any time shall not exceed an aggregate of $20,000,000, taking into account the repayment of any loans or advances comprising such Basket Investments.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles homes and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) investments in the capital of any Wholly-Owned Subsidiary which is not a Foreign Subsidiary; (g) to the extent not permitted by the foregoing clauses, existing investments in any Subsidiaries (and any increases thereof attributable to increases in retained earnings); (h) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fi) any unsecured guaranty by the Borrower of any Indebtedness of a Subsidiary permitted by section 9.4, and any guaranty by any Subsidiary described in section 9.4; (j) investments of the Borrowers Borrower and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10Agreements; (gk) existing loans and advances by any Subsidiary of the Borrower to the Borrower, PROVIDED that the Indebtedness represented thereby constitutes Subordinated Indebtedness; (l) loans and advances by the Borrower or by any Subsidiary of the Borrower to, or other investments in in, any Material Subsidiaries shall be permittedSubsidiary of the Borrower which is (i) a Subsidiary Guarantor, and the creation and holding of any (ii) a Wholly-Owned Material Subsidiary, and (iii) not a Foreign Subsidiary; (m) loans and advances by any Subsidiary and of the Borrower which is not a Subsidiary Guarantor to, or other investments by any additional investments in such Subsidiary in, any current or future other Subsidiary of the Borrower which is a Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (hn) intercompany loans and advances Guaranty Obligations, not otherwise permitted by section 11.4(d);the foregoing clauses, of (i) the Borrower or any Subsidiary in respect of leases of the Borrower or any Subsidiary the entry into which is not prohibited by this Agreement, (ii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising as a matter of applicable law because the Borrower or such Subsidiary is or is deemed to be a general partner of such other person, or (iii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising in the ordinary course of business; (o) Acquisitions permitted by under section 11.2; 9.2, and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof9.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower or any of its Material Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which are not prohibited by this Agreement; and (lp) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause (p) at the fair value thereof as reasonably determined by a the Borrower)) and Guaranty Obligations, including, without limitation, in or to any corporationor for the benefit of, partnership, limited liability companySubsidiaries, joint venture ventures, or other business entitypersons, not otherwise permitted by the foregoing clauses, made after the date hereofend of the most recent fiscal quarter of the Borrower for which financial statements were furnished to the Lenders prior to the Effective Date (such loans, provided that at the time of making any such loanadvances and investments and Guaranty Obligations, advance or investmentcollectively, "BASKET INVESTMENTS AND GUARANTEES"), shall be permitted to be incurred if (i) no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the aggregate Basket Investments and Guarantees outstanding at any time does not exceed $10,000,000.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Company will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those which may be created in favor of the Lenders and any other benefitted creditors under any Designated Hedge Agreements pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5except: (a) the Borrowers Company or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Company and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Company or any of its Subsidiaries (i) in exchange for any other investment held by the Company or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Company or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness; (ef) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fg) investments of the Borrowers Company and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10Agreements; (gh) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Domestic Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b)Guarantor; (hi) intercompany loans and advances permitted made by section 11.4(d)the Company or any other Subsidiary to a Subsidiary which is both a Subsidiary Guarantor and a Domestic Subsidiary; (ij) intercompany loans and advances made after the Closing Date by the Company or any Domestic Subsidiary to any Foreign Subsidiary, provided (1) no Default under section 10.1(a) or Event of Default has occurred and be continuing at the time any such loan or advance is made, and (2) the aggregate principal amount of all such loans and advances does not exceed $150,000,000 outstanding at any time, and provided, further, that all computations pursuant to this clause (j) shall be exclusive of (x) loans and advances made to Foreign Subsidiaries on or after the Closing Date which are intended to represent the intercompany financing of all or a portion of the purchase price for the Target Acquisition, (y) loans and advances representing an exchange or conversion of equity to debt, or other transfer, assumption, recognition, creation, reclassification or reallocation of equity and/or debt, which is effected in connection with a reorganization transaction among some or all of the Company's Foreign Subsidiaries, and on a noncash basis as far as the Company is concerned, and (z) loans and advances made for working capital requirements; (k) the Acquisitions permitted by section 11.29.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Company as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof9.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (kl) any unsecured Guaranty Obligation incurred by a Borrower the Company or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of the Company which is permitted under section 11.4 9.4 without restriction upon the ability of the Borrowers Company or any of their respective Subsidiaries Subsidiary to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, Subsidiary of the Company which are not prohibited by this Agreement; (m) advances to any supplier who is not an Affiliate, consisting of prepayments for raw materials purchased for consumption or processing in the ordinary course of business and pursuant to arrangements designed to assure an adequate supply of such raw materials; (n) any additional loans, advances or investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by the Company) made after December 31, 1999, in or to The Weda Bay Project identified as a "subsequent event" in the notes to the Company's consolidated financial statements for its fiscal year ended December 31, 1999, up to an aggregate of $20,000,000; and (lo) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a Borrower)the Company) and Guaranty Obligations, in or to or for the benefit of, any corporation, partnership, limited liability company, joint venture or other business entity, which is not itself a Subsidiary of the Company or owned or controlled by any director, officer or employee of the Company or any of its Subsidiaries, not otherwise permitted by the foregoing clauses, made after the date hereofClosing Date (such loans, provided that at the time of making any such loanadvances and investments and Guaranty Obligations, advance or investmentcollectively, "Basket Investments and Guarantees"), shall be permitted to be incurred if (i) no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the aggregate cumulative amount of such Basket Investments and Guarantees (taking into account any repayments of loans or advances), does not exceed $50,000,000.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) investments in the capital of any Wholly-Owned Subsidiary which is not a Foreign Subsidiary; (g) to the extent not permitted by the foregoing clauses, existing investments in any Subsidiaries (and any increases thereof attributable to increases in retained earnings); (h) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fi) any unsecured guaranty by the Borrower of any Indebtedness of a Subsidiary permitted by section 9.4, and any guaranty by any Subsidiary described in section 9.4; (j) investments of the Borrowers Borrower and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10Agreements; (gk) existing loans and advances by any Subsidiary of the Borrower to the Borrower, PROVIDED that the Indebtedness represented thereby constitutes Subordinated Indebtedness; (l) loans and advances by the Borrower or by any Subsidiary of the Borrower to, or other investments in in, any Material Subsidiaries shall be permittedSubsidiary of the Borrower which is (i) a Subsidiary Guarantor, and the creation and holding of any (ii) a Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as and (iii) not a Foreign Subsidiary; (m) loans and advances by any Subsidiary of the Borrowers comply with section 10.12(b) in connection with the creation of Borrower which is not a Subsidiary Guarantor to, or other investments by any such Subsidiary and with section 10.12(a) by causing in, any other Subsidiary of the Subsidiaries referenced therein to execute and deliver Borrower which is a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b)Wholly- Owned Subsidiary; (hn) intercompany loans and advances Guaranty Obligations, not otherwise permitted by section 11.4(d)the foregoing clauses, of (i) the Borrower or any Subsidiary in respect of leases of the Borrower or any Subsidiary the entry into which is not prohibited by this Agreement, (ii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising as a matter of applicable law because the Borrower or such Subsidiary is or is deemed to be a general partner of such other person, or (iii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising in the ordinary course of business; (io) the Acquisitions permitted by section 11.2; and 9.2; (p) loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof9.2, but not any increase in the amount thereof; (jq) any Subordinated Indebtedness of the following Borrower representing the deferred purchase price payable in connection with a Qualified Receivables Transaction: (i) any Acquisition permitted by section 9.2, PROVIDED that the maturity of any such Subordinated Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower or any of its Material Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which are not prohibited by this Agreementgreater than 13 months; and (lr) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause (r) at the fair value thereof as reasonably determined by a the Borrower)) and Guaranty Obligations, including, without limitation, in or to any corporationor for the benefit of, partnership, limited liability companySubsidiaries, joint venture ventures, or other business entitypersons, not otherwise permitted by the foregoing clauses, made after the date hereofend of the most recent fiscal quarter of the Borrower for which financial statements were furnished to the Lenders prior to the Effective Date (such loans, provided that at the time of making any advances and investments, collectively, "BASKET INVESTMENTS", and such loanGuaranty Obligations, advance or investment, collectively "BASKET GUARANTEES") described below: (i) if no Event of Default or Default shall have occurred and be continuing, or would result therefrom, Basket Investments of up to an aggregate of $1,000,000, taking into account the repayment of any loans or advances comprising such Basket Investments, shall be permitted to be made, and (ii) if no Event of Default shall have occurred and be continuing, or would result therefrom, Basket Guarantees covering up to $1,000,000 aggregate principal amount of Indebtedness outstanding at any time, shall be permitted to be incurred.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles homes and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) investments in the capital of any Wholly-Owned Subsidiary which is not a Foreign Subsidiary; (g) to the extent not permitted by the foregoing clauses, existing investments in any Subsidiaries (and any increases thereof attributable to increases in retained earnings); (h) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fi) any unsecured guaranty by the Borrower of any Indebtedness of a Subsidiary permitted by section 9.4, and any guaranty by any Subsidiary described in section 9.4; (j) investments of the Borrowers Borrower and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10Agreements; (gk) existing loans and advances by any Subsidiary of the Borrower to the Borrower, PROVIDED that the Indebtedness represented thereby constitutes Subordinated Indebtedness; (l) loans and advances by the Borrower or by any Subsidiary of the Borrower to, or other investments in in, any Material Subsidiaries shall be permittedSubsidiary of the Borrower which is (i) a Subsidiary Guarantor, and the creation and holding of any (ii) a Wholly-Owned Material Subsidiary, and (iii) not a Foreign Subsidiary; (m) loans and advances by any Subsidiary and of the Borrower which is not a Subsidiary Guarantor to, or other investments by any additional investments in such Subsidiary in, any current or future other Subsidiary of the Borrower which is a Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (hn) intercompany loans and advances Guaranty Obligations, not otherwise permitted by section 11.4(d);the foregoing clauses, of (i) the Borrower or any Subsidiary in respect of leases of the Borrower or any Subsidiary the entry into which is not prohibited by this Agreement, (ii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising as a matter of applicable law because the Borrower or such Subsidiary is or is deemed to be a general partner of such other person, or (iii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising in the ordinary course of business; (o) Acquisitions permitted by under section 11.2; 9.2, and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof9.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower or any of its Material Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which are not prohibited by this Agreement; and (lp) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause (p) at the fair value thereof as reasonably determined by a the Borrower)) and Guaranty Obligations, including, without limitation, in or to any corporationor for the benefit of, partnership, limited liability companySubsidiaries, joint venture ventures, or other business entitypersons, not otherwise permitted by the foregoing clauses, made after the date hereofend of the most recent fiscal quarter of the Borrower for which financial statements were furnished to the Lenders prior to the Effective Date (such loans, provided that at the time of making any such loanadvances and investments and Guaranty Obligations, advance or investmentcollectively, "BASKET INVESTMENTS AND GUARANTEES"), shall be permitted to be incurred if (i) no Event of Default or Default shall have occurred and be continuing, or would result therefrom, (ii) the aggregate Basket Investments and Guarantees outstanding at any time does not exceed $10,000,000 and (iii) no more than $900,000 of the aggregate Basket Investments and Guarantees outstanding at any time (exclusive of any unpaid or accrued interest thereon) consists of loans or advances to, and Guaranty Obligations incurred to support Indebtedness of, officers, directors and employees of the Borrower and its Subsidiaries.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, : (1i) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, ; (2ii) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, ; (3iii) create, acquire or hold any Material Subsidiary, ; (4iv) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, ; or (5v) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5except: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries: (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment; or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fg) investments of the Borrowers Borrower and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10Agreements; (gh) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b10.2(a); (hi) intercompany loans and advances permitted by section 11.4(d10.4(d); (ij) the Acquisitions permitted by section 11.2; 10.2 and loans, advances and investments of any person which that are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof10.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a the Borrower or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which of the Borrower that is permitted under section 11.4 10.4 without restriction upon the ability of the Borrowers Borrower or any of their respective Subsidiaries Subsidiary to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which Subsidiary of the Borrower that are not prohibited by this Agreement; and; (l) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a the Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clausesclauses (such loans, made after the date hereofadvances and investments, collectively, “Basket Investments”), provided that (i) at the time of making any such loan, advance or investment, Basket Investment no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum cumulative amount of Basket Investments that are so made and outstanding at any time, taking into account the repayment of any loans or advances comprising such Basket Investments, shall not exceed an aggregate of $5,000,000 (exclusive of any accreted value).

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers will notNone of the Parent, and will not permit Lessee or any of the Material Subsidiaries to, will (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders Participants pursuant to the Credit Lease Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Parent, Lessee or any of their respective Material the Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Parent, Lessee and their respective Material the Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when duedue and including the acceptance of notes by Brush Wellman (Japan) Ltd. in respect of its receivables in the nxxxxx xourse of its business and consistent with its past practice ); (d) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practice; (e) the existing loans, advances, investments and guarantees described in Annex V heretoto the Credit Agreement on the Effective Date; (f) investments of the Borrowers Parent, Lessee and their respective Material the Subsidiaries in Hedge Agreements that comply with section 10.10Paragraph (i) above; (g) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers Parent and Lessee comply with section 10.12(bParagraph (k) above in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b)Wholly-Owned Domestic Subsidiary; (h) intercompany loans and advances permitted by section 11.4(d)Paragraph (o)(d) above; (i) the Acquisitions permitted by section 11.2Paragraph (m) above; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Parent or Lessee as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business Paragraph (m) above and not created in contemplation thereof, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower the Parent, Lessee or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of the Parent or Lessee which is permitted under section 11.4 Paragraph (o) above without restriction upon the ability of the Borrowers Parent, Lessee or any of their respective Subsidiaries Subsidiary to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, Subsidiary of the Parent or Lessee which are not prohibited by this Agreement; and; (lk) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a Borrowerthe Parent or Lessee), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after the date hereofhereof (such loans, provided advances and investments, collectively, "BASKET INVESTMENTS"), PROVIDED that (i) at the time of making any such loan, advance or investment, Basket Investment no Event of Default or Potential Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum cumulative amount of Basket Investments which are so made and outstanding at any time, taking into account the repayment of any loans or advances comprising such Basket Investments, shall not, when taken together with the aggregate amount of all Guaranty Obligations of the Parent, Lessee and the Subsidiaries in respect of Indebtedness of persons other than Wholly-Owned Subsidiaries of the Parent or Lessee which are then outstanding, does not exceed $10,000,000 with respect to the Parent, Lessee and the Subsidiaries on a consolidated basis; and (l) the Permitted Precious Metal Consignments and the Permitted Master Copper Lease Agreements.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those which may be created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) existing loans, advances and investments in any Subsidiaries; (g) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fh) investments of the Borrowers Borrower and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10; (g) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (h) intercompany loans and advances permitted by section 11.4(d)Agreements; (i) loans and advances by any Subsidiary of the Borrower to the Borrower, PROVIDED that the Indebtedness represented thereby constitutes Subordinated Indebtedness; (j) the Acquisitions permitted by section 11.29.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof9.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date);; and (k) any unsecured Guaranty Obligation incurred by a the Borrower or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of the Borrower which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the same9.4, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, Subsidiary of the Borrower which are not prohibited by this Agreement; and; (l) any other unsecured Guaranty Obligations incurred by the Borrower or any Subsidiary with respect to Indebtedness of persons who are not Subsidiaries of the Borrower, PROVIDED that at the time of incurrence thereof, and after giving effect thereto, (i) such Guaranty Obligations do not cover more than $10,000,000 aggregate outstanding principal amount (or Capitalized Lease Obligations, loansin the case of a Capital Lease) of Indebtedness of such other persons; (ii) the Borrower would be in compliance with sections 9.8 and 9.9; and (iii) no Event of Default shall have occurred and be continuing or would result therefrom; (m) any other loans or advances to any Subsidiary or Affiliate of the Borrower made after March 31, advances1998, PROVIDED that (i) at the time of making any such loan or advance no Event of Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum principal amount of loans and advances so made and outstanding at any time shall not exceed $50,000,000; and (n) any other equity investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a the Borrower), including, without limitation, in or to any corporationSubsidiaries, partnership, limited liability companyAffiliates, joint venture ventures, or other business entitypersons, not otherwise permitted by the foregoing clauses, made after the date hereofend of the most recent fiscal quarter of the Borrower for which financial statements were furnished to the Lenders prior to the Effective Date, provided PROVIDED that (i) at the time of making any such loan, advance or investment, investment no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum cumulative amount of investments which are so made shall not exceed an aggregate of $30,000,000.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles homes and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) the Borrower may make Acquisitions in accordance with section 9.2(d); (g) investments in the capital of any Wholly-Owned Subsidiary which is not a Foreign Subsidiary; (h) to the extent not permitted by the foregoing clauses, existing investments in any Subsidiaries (and any increases thereof attributable to increases in retained earnings); (i) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fj) investments of any unsecured guaranty by the Borrowers and their respective Material Subsidiaries in Hedge Agreements that comply with section 10.10; (g) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding Borrower of any Wholly-Owned Material Indebtedness of a Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (h) intercompany loans 9.4, and advances permitted any guaranty by section 11.4(d); (i) the Acquisitions permitted by section 11.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth described in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date)9.4; (k) investments of the Borrower and its Subsidiaries in Hedge Agreements; (l) loans and advances by any unsecured Guaranty Obligation incurred Subsidiary of the Borrower to the Borrower, PROVIDED that the Indebtedness represented thereby constitutes Subordinated Indebtedness; (m) loans and advances by a the Borrower or by any Subsidiary of its Material Subsidiaries with respect to the Borrower to, or other investments in, any Subsidiary of the Borrower which is (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the sameGuarantor, or (ii) other obligations of a Wholly-Owned Subsidiary, includingand (iii) not a Foreign Subsidiary; (n) loans and advances by any Subsidiary of the Borrower which is not a Subsidiary Guarantor to, without limitationor other investments by any such Subsidiary in, obligations under Hedge Agreementsany other Subsidiary of the Borrower which is a Wholly-Owned Subsidiary; (o) Guaranty Obligations, not otherwise permitted by the foregoing clauses, of (i) the Borrower or any Subsidiary in respect of leases of the Borrower or any Subsidiary the entry into which are is not prohibited by this Agreement; and, (ii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising as a matter of applicable law because the Borrower or such Subsidiary is or is deemed to be a general partner of such other person, or (iii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising in the ordinary course of business; (lp) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause (p) at the fair value thereof as reasonably determined by a the Borrower)) and Guaranty Obligations, including, without limitation, in or to any corporationor for the benefit of, partnership, limited liability companySubsidiaries, joint venture ventures, or other business entitypersons, not otherwise permitted by the foregoing clauses, made after the date hereofMarch 31, provided that at the time of making any 1997 (such loanloans, advance or investmentadvances and investments, collectively, "BASKET INVESTMENTS", and such Guaranty Obligations, collectively "BASKET GUARANTEES") described below: (i) if no Event of Default or Default shall have occurred and be continuing, or would result therefrom., (A) Basket Investments of up to an aggregate amount not in excess of 15% of the Borrower's Consolidated Net Worth as of the end of its most recently completed fiscal year prior thereto

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers will notNone of the Parent, and will not permit Lessee or any of the Material Subsidiaries to, will (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders Participants pursuant to the Credit Lease Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Parent, Lessee or any of their respective Material the Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Parent, Lessee and their respective Material the Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when duedue and including the acceptance of notes by Brush Wellxxx (Xxpan) Ltd. in respect of its receivables in the normal course of its business and consistent with its past practice ); (d) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practice; (e) the existing loans, advances, investments and guarantees described in Annex V heretoto the Credit Agreement on the Effective Date; (f) investments of the Borrowers Parent, Lessee and their respective Material the Subsidiaries in Hedge Agreements that comply with section 10.10Paragraph (i) above; (g) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers Parent and Lessee comply with section 10.12(bParagraph (k) above in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b)Wholly-Owned Domestic Subsidiary; (h) intercompany loans and advances permitted by section 11.4(d)Paragraph (o)(d) above; (i) the Acquisitions permitted by section 11.2Paragraph (m) above; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Parent or Lessee as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business Paragraph (m) above and not created in contemplation thereof, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower the Parent, Lessee or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of the Parent or Lessee which is permitted under section 11.4 Paragraph (o) above without restriction upon the ability of the Borrowers Parent, Lessee or any of their respective Subsidiaries Subsidiary to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, Subsidiary of the Parent or Lessee which are not prohibited by this Agreement; and; (lk) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a Borrowerthe Parent or Lessee), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after the date hereofhereof (such loans, provided advances and investments, collectively, "BASKET INVESTMENTS"), PROVIDED that (i) at the time of making any such loan, advance or investment, Basket Investment no Event of Default or Potential Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum cumulative amount of Basket Investments which are so made and outstanding at any time, taking into account the repayment of any loans or advances comprising such Basket Investments, shall not, when taken together with the aggregate amount of all Guaranty Obligations of the Parent, Lessee and the Subsidiaries in respect of Indebtedness of persons other than Wholly-Owned Subsidiaries of the Parent or Lessee which are then outstanding, does not exceed $10,000,000 with respect to the Parent, Lessee and the Subsidiaries on a consolidated basis; and (l) the Permitted Precious Metal Consignments.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers will not, and will not permit GTG Intangible or any of the Material Subsidiaries of Borrowers or GTG Intangible to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.59.5: (a) the Borrowers Borrowers, GTG Intangible or any of their respective Material Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrowers, GTG Intangible and their respective Material Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due); (d) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practice; (e) the existing loans, advances, investments and guarantees described in Annex V hereto; (f) investments of the Borrowers Borrowers, GTG Intangible and their respective Material Subsidiaries in Hedge Agreements that comply with section 10.108.10; (g) existing investments in any Material Subsidiaries of a Borrower or GTG Intangible shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary of a Borrower or GTG Intangible and any additional investments in any current or future Wholly-Owned Material SubsidiarySubsidiary of a Borrower or GTG Intangible, so long as the Borrowers and GTG Intangible comply with section 10.12(b8.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a8.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b8.12(b); (h) intercompany loans and advances permitted by section 11.4(d9.4(d); (i) the Acquisitions permitted by section 11.29.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary of the Borrowers or GTG Intangible as a result of an Acquisition permitted by section 11.2 9.2 and were incurred in the ordinary course of business and not created in contemplation thereof, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower Borrower, GTG Intangible or any of its their respective Material Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of a Borrower or GTG Intangible which is permitted under section 11.4 9.4 without restriction upon the ability of the Borrowers Borrowers, GTG Intangible or any of their respective Subsidiaries to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, Subsidiary of the Borrowers or GTG Intangible which are not prohibited by this Agreement; and (lk) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clauses, made after the date hereof, provided that at the time of making any such loan, advance or investment, no Event of Default or Default shall have occurred and be continuing, or would result therefrom.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, : (1i) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, ; (2ii) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, ; (3iii) create, acquire or hold any Material Subsidiary, ; (4iv) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, ; or (5v) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5except: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents;; Table of Contents (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries: (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment; or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fg) investments of the Borrowers Borrower and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10Agreements; (gh) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b)10.2(a) provided that the aggregate amount of investments made in any Foreign Subsidiary shall not exceed $5,000,000 at any time outstanding; (hi) intercompany loans and advances permitted by section 11.4(d10.4(d); (ij) the Acquisitions permitted by section 11.2; 10.2 and loans, advances and investments of any person which that are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof10.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a the Borrower or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which of the Borrower that is permitted under section 11.4 10.4 without restriction upon the ability of the Borrowers Borrower or any of their respective Subsidiaries Subsidiary to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which Subsidiary of the Borrower that are not prohibited by this Agreement; andprovided that Subsidiary Guarantors may only issue Guaranty Obligations with respect to Indebtedness of another Subsidiary Guarantor; (l) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a the Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clausesclauses (such loans, made after the date hereofadvances and investments, collectively, “Basket Investments”), provided that (i) at the time of making any such loan, advance or investment, Basket Investment no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum cumulative amount of Basket Investments that are so made and outstanding at any time, taking into account the repayment of any loans or advances comprising such Basket Investments, shall not exceed an aggregate of $1,000,000 (exclusive of any accreted value); and (m) non-cash consideration received by the Borrower in connection with a transaction permitted by section 10.2(d) so long as the requirements of section 10.2(d) have been satisfied.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit PartiesPerson, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any personPerson, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Loan Documents), except that the following shall be permitted under this section 11.5except: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) investments in the capital of any Wholly-Owned Subsidiary which is not a Foreign Subsidiary; (g) to the extent not permitted by the foregoing clauses, existing investments in any Subsidiaries (and any increases thereof attributable to increases in retained earnings); (h) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in Annex V on Schedule 3.01(h) hereto; (f) investments of the Borrowers and their respective Material Subsidiaries in Hedge Agreements that comply with section 10.10; (g) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (h) intercompany loans and advances permitted by section 11.4(d); (i) any unsecured Guaranty Obligations; (j) investments of the Borrower and its Subsidiaries in Hedge Agreements; (k) loans and advances by any Subsidiary of the Borrower to the Borrower, provided that the Indebtedness represented thereby constitutes Subordinated Indebtedness; (l) loans and advances by the Borrower or by any Subsidiary of the Borrower to, or other investments in, any Subsidiary of the Borrower which is (i) a Subsidiary Guarantor, (ii) a Wholly-Owned Subsidiary, and (iii) not a Foreign Subsidiary; (m) loans and advances by any Subsidiary of the Borrower which is not a Subsidiary Guarantor to, or other investments by any such Subsidiary in, any other Subsidiary of the Borrower which is a Wholly-Owned Subsidiary; (n) the Future Acquisitions permitted by section 11.2; and Section 6.02; (o) loans, advances and investments of any person Person which are outstanding at the time such person Person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereofSection 6.02, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a Borrower or any of its Material Subsidiaries with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which are not prohibited by this Agreement; and (lp) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a the Borrower)) and Guaranty Obligations, in or to or for the benefit of, any corporation, partnership, limited liability company, joint venture or other business entity, which is not itself a Subsidiary of the Borrower or owned or controlled by any director, officer or employee of the Borrower or any of its Subsidiaries, not otherwise permitted by the foregoing clauses, made after the date hereofDecember 31, provided that at the time of making any 1999 (such loanloans, advance or investmentadvances and investments and Guaranty Obligations, collectively, "BASKET INVESTMENTS AND GUARANTEES"), shall be permitted to be incurred if (i) no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the aggregate cumulative amount of such Basket Investments and Guarantees (taking into account any repayments of loans or advances), does not exceed $10,000,000.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, (1) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, (2) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, (3) create, acquire or hold any Material Subsidiary, (4) be or become a party to any joint venture, member of a limited liability company venture or partner of a partnership, or (5) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5EXCEPT: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment, or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles homes and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) the Borrower may make Permitted Acquisitions in accordance with section 9.2((d); (g) investments in the capital of any Wholly-Owned Subsidiary which is not a Foreign Subsidiary; (h) to the extent not permitted by the foregoing clauses, existing investments in any Subsidiaries (and any increases thereof attributable to increases in retained earnings); (i) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fj) investments of any unsecured guaranty by the Borrowers and their respective Material Subsidiaries in Hedge Agreements that comply with section 10.10; (g) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding Borrower of any Wholly-Owned Material Indebtedness of a Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b); (h) intercompany loans 9.4, and advances permitted any guaranty by section 11.4(d); (i) the Acquisitions permitted by section 11.2; and loans, advances and investments of any person which are outstanding at the time such person becomes a Material Subsidiary as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth described in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date)9.4; (k) investments of the Borrower and its Subsidiaries in Hedge Agreements; (l) loans and advances by any unsecured Guaranty Obligation incurred Subsidiary of the Borrower to the Borrower, PROVIDED that the Indebtedness represented thereby constitutes Subordinated Indebtedness; (m) loans and advances by a the Borrower or by any Subsidiary of its Material Subsidiaries with respect to the Borrower to, or other investments in, any Subsidiary of the Borrower which is (i) Indebtedness of a Wholly-Owned Subsidiary which is permitted under section 11.4 without restriction upon the ability of the Borrowers or any of their respective Subsidiaries to guarantee the sameGuarantor, or (ii) other obligations of a Wholly-Owned Subsidiary, includingand (iii) not a Foreign Subsidiary; (n) loans and advances by any Subsidiary of the Borrower which is not a Subsidiary Guarantor to, without limitationor other investments by any such Subsidiary in, obligations under Hedge Agreementsany other Subsidiary of the Borrower which is a Wholly-Owned Subsidiary; (o) Guaranty Obligations, not otherwise permitted by the foregoing clauses, of (i) the Borrower or any Subsidiary in respect of leases of the Borrower or any Subsidiary the entry into which are is not prohibited by this Agreement; and, (ii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising as a matter of applicable law because the Borrower or such Subsidiary is or is deemed to be a general partner of such other person, or (iii) the Borrower or any Subsidiary in respect of any other person (other than in respect of (x) Indebtedness for borrowed money or represented by bonds, notes, debentures or similar securities, or (y) Indebtedness constituting Capital Leases) arising in the ordinary course of business; (lp) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause (p) at the fair value thereof as reasonably determined by a the Borrower)) and Guaranty Obligations, including, without limitation, in or to any corporationor for the benefit of, partnership, limited liability companySubsidiaries, joint venture ventures, or other business entitypersons, not otherwise permitted by the foregoing clauses, made after the date hereofMarch 31, provided that at the time of making any 1997 (such loanloans, advance or investmentadvances and investments, collectively, "BASKET INVESTMENTS", and such Guaranty Obligations, collectively "BASKET GUARANTEES") described below: (i) if no Event of Default or Default shall have occurred and be continuing, or would result therefrom, (A) Basket Investments of up to an aggregate amount not in excess of 15% of the Borrower's Consolidated Net Worth as of the end of its most recently completed fiscal year prior thereto for which financial statements have been delivered hereunder, taking into account the repayment of any loans or advances comprising such Basket Investments, and (B) additional Basket Investments made out of the proceeds of the issue and sale of the Convertible Subordinated Debentures due 2004, or the identifiable cash or Cash Equivalents in which such proceeds have been temporarily invested, shall be permitted to be made, in each case in persons whose principal business is related or complementary to, the businesses of the Borrower and its Subsidiaries, and (ii) if no Event of Default shall have occurred and be continuing, or would result therefrom, Basket Guarantees covering up to $15,000,000 aggregate principal amount of Indebtedness outstanding at any time, shall be permitted to be incurred.

ADVANCES, INVESTMENTS, LOANS AND GUARANTY OBLIGATIONS. The Borrowers Borrower will not, and will not permit any of the Material its Subsidiaries to, : (1i) lend money or credit or make advances in the nature of credit to any person, other than trade credit extended in the ordinary course of business of such Credit Parties, ; (2ii) purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, or other investment in, any person, ; (3iii) create, acquire or hold any Material Subsidiary, ; (4iv) be or become a party to any joint venture, member of a limited liability company or partner of a partnership, ; or (5v) be or become obligated under any Guaranty Obligations (other than those created in favor of the Lenders pursuant to the Credit Documents), except that the following shall be permitted under this section 11.5except: (a) the Borrowers Borrower or any of their respective Material its Subsidiaries may invest in cash and Cash Equivalents; (b) any endorsement of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business; (c) the Borrowers Borrower and their respective Material its Subsidiaries may acquire and hold receivables owing to them in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including receivables evidenced by a promissory note executed after the account debtor in question fails to make payments when due)terms; (d) investments acquired by the Borrower or any of its Subsidiaries: (i) in exchange for any other investment held by the Borrower or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other investment; or (ii) as a result of a foreclosure by the Borrower or any of its Subsidiaries with respect to any secured investment or other transfer of title with respect to any secured investment in default; (e) loans and advances to employees for business-related travel expenses, moving expenses, costs of replacement homes, business machines or supplies, automobiles and other similar expenses, in each case incurred in the ordinary course of business and consistent with past practicebusiness, shall be permitted; (ef) to the extent not permitted by the foregoing clauses, the existing loans, advances, investments and guarantees described in on Annex V hereto; (fg) investments of the Borrowers Borrower and their respective Material its Subsidiaries in Hedge Agreements that comply with section 10.10Agreements; (gh) existing investments in any Material Subsidiaries shall be permitted, and the creation and holding of any Wholly-Owned Material Subsidiary and any additional investments in any current or future Wholly-Owned Material Subsidiary, so long as the Borrowers comply with section 10.12(b) in connection with the creation of any such Subsidiary and with section 10.12(a) by causing the Subsidiaries referenced therein to execute and deliver a Guaranty, or pledge its capital stock to the extent permitted by section 10.12(b10.2(a); (hi) intercompany loans and advances permitted by section 11.4(d10.4(d); (ij) the Acquisitions permitted by section 11.2; 10.2 and loans, advances and investments of any person which that are outstanding at the time such person becomes a Material Subsidiary of the Borrower as a result of an Acquisition permitted by section 11.2 and were incurred in the ordinary course of business and not created in contemplation thereof10.2, but not any increase in the amount thereof; (j) any of the following in connection with a Qualified Receivables Transaction: (i) Indebtedness of the Receivables Facility Subsidiary evidenced by a Receivables Purchase Note held by Genlyte Xxxxxx or certain of its Subsidiaries and (ii) subject to the limitation set forth in section 11.6(d), any extension of credit or capital contribution to, or other investment in, the Receivables Facility Subsidiary made by Genlyte Group (or any Material Subsidiary that is the immediate parent entity of the Receivables Facility Subsidiary after the Closing Date); (k) any unsecured Guaranty Obligation incurred by a the Borrower or any of its Material Subsidiaries Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary which of the Borrower that is permitted under section 11.4 10.4 without restriction upon the ability of the Borrowers Borrower or any of their respective Subsidiaries Subsidiary to guarantee the same, or (ii) other obligations of a Wholly-Owned Subsidiary, including, without limitation, obligations under Hedge Agreements, which Subsidiary of the Borrower that are not prohibited by this Agreement; and; (l) any other Guaranty Obligations, loans, advances, investments (whether in the form of cash or contribution of property, and if in the form of a contribution of property, such property shall be valued for purposes of this clause at the fair value thereof as reasonably determined by a the Borrower), in or to any corporation, partnership, limited liability company, joint venture or other business entity, not otherwise permitted by the foregoing clausesclauses (such loans, made after the date hereofadvances and investments, collectively, "Basket Investments"), provided that (i) at the time of making any such loan, advance or investment, Basket Investment no Event of Default or Default shall have occurred and be continuing, or would result therefrom, and (ii) the maximum cumulative amount of Basket Investments that are so made and outstanding at any time, taking into account the repayment of any loans or advances comprising such Basket Investments, shall not exceed an aggregate of $5,000,000 (exclusive of any accreted value).