Common use of Acquisitions Clause in Contracts

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoconstitute Core Businesses, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00025,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endAcquisition, and (zB) a Compliance Certificate prepared on a historical pro forma basis as of June 30, 2005, or, if later, as of the Company and its Subsidiaries shall be in Pro Forma Compliance after most recent date for which financial statements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, as evidenced by a Pro Forma which Compliance Certificate delivered simultaneously with such pro forma historical financial statementsshall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Restricted Subsidiary, or be merged with or into the Company or a wholly-owned Restricted Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Restricted Subsidiary), and (viv) after the upon consummation of such Acquisition, the Company or any applicable Acquisition each Subsidiary shall have complied with the provisions of Section 6.14; provided that7.12, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person including with respect to any new assets (including real property) acquired, (v) if the Cost of Acquisition in any single transaction or series of related transactions shall exceed $120,000,000 (or the Cost of Acquisition payable in the form of cash or Cash Equivalents shall exceed $60,000,000), the Required Lenders shall consent to such Acquisition in their discretion, and (vi) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred since the Closing Date shall not exceed $240,000,000 (of which real property constitutes all or substantially all no more than $120,000,000 of the Costs of Acquisition payable by the Borrower and its Restricted Subsidiaries in respect of all such Person’s assetstransactions after the Closing Date shall be in the form of cash or Cash Equivalents).

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00050,000,000 or if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring after the Closing Date is in excess of $175,000,000, (w) the Required Lenders shall have consented to such Acquisition, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into Not, and not permit any agreementRestricted Subsidiary to, contract, binding commitment acquire all or other arrangement providing for a transaction which would, if consummated, constitute an Acquisitionsubstantially all of the assets or any Equity Interests of any class of, or take any action to solicit partnership or joint venture interest in, any other Person, except for any Acquisition by the tender of securities Borrower or proxies in respect thereof in order to effect any Acquisition, domestic Wholly-Owned Subsidiary that is a Restricted Subsidiary where: (each, an “Acquisition Arrangement”) unless (ia) the business or division acquired are for use, or the Person to be (or whose assets are to be) acquired does is engaged, in a business which would not oppose such Acquisition and cause the material line or lines of business general nature of the Person to be acquired are substantially business in which the same as one or more line or lines of business conducted by the Company Borrower and its Restricted Subsidiaries, or substantially related or incidental theretotaken as a whole, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or are engaged immediately after giving effect to such Acquisition andto be substantially changed from the general nature of the business in which the Borrower and its Restricted Subsidiaries, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition taken as a whole, are engaged on or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished prior to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Closing Date; (b) immediately before and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, no Event of Default or Default shall exist; (ivc) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of giving effect to such Acquisition, the Company Borrower is in pro forma compliance with all the financial ratios and restrictions set forth in Section 7.13; provided, that (x) the Borrower shall calculate such pro forma compliance based upon the most-recent trailing twelve month historical financial statements for the Borrower and the target to be acquired, (y) all such information for the Borrower and the target shall be used and shall comply with the defined terms (such as, for example, Consolidated Net Income) used in this Agreement to calculate, among other things, financial covenants, and (z) the following formula shall be used to determine the target’s EBITDA: Consolidated Net Income plus, to the extent deducted in determining such Consolidated Net Income, Interest Expense, income and franchise tax expense, depreciation and amortization; and (d) in the case of the Acquisition of any Person, the board of directors or any applicable Subsidiary similar governing body of such Person has approved such Acquisition prior to the occurrence thereof; (e) to the extent available, reasonably prior to such Acquisition, the Administrative Agent shall have complied received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the provisions Administrative Agent may require to evidence the termination of Section 6.14; provided thatLiens on the assets or business to be acquired (except to the extent the Borrower or a Restricted Subsidiary is assuming such Liens pursuant to the Acquisition); (f) to the extent available, clause (iii) of this Section 7.12 Borrower shall not apply use reasonable efforts prior to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute such Acquisition to provide the Administrative Agent an Acquisition of a Person acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which real property constitutes all or substantially all they are available and as otherwise available), the terms and conditions, including economic terms, of the such Personproposed Acquisition, and the Borrower’s assetscalculation of pro forma EBITDA relating thereto; and (g) if the Acquisition is structured as a merger, the Borrower or a Restricted Subsidiary is the surviving entity (including a surviving entity that becomes a Restricted Subsidiary); provided, that clauses (e) and (f) shall apply only if the consideration paid in connection with the Acquisition is greater than $25,000,000.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired is a beverage or beverage-related business or a food service business and the business operations are substantially in at least one State contiguous with a State in which the same as one Borrower or more line or lines any of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoSubsidiaries have operations, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00050,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of EXHIBIT H prepared on a historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, and (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable which Subsidiary shall have complied comply with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsSECTION 8.19.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter The Borrower will not, and will not permit any of its Subsidiaries to, enter into any agreement, contract, binding commitment stock or asset acquisitions (other arrangement providing for a transaction which would, if consummated, constitute an Acquisitionthan the acquisition of assets in the ordinary course of such Person’s business, or take become or agree to become a general or limited partner, joint venturer or member in any action to solicit partnership, joint venture or limited liability company, as the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless case may be; other than Acquisitions which satisfy the following criteria: (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) such Acquisition shall be in (x) substantially the Person same or a similar type of business as the Borrower and its Subsidiaries or (y) any other business not included in clause (x) above (an “unrelated business”); provided that (1) the Borrower and its Subsidiaries shall not, without the written consent of the Required Lenders, be permitted to be make any Acquisition in an unrelated business with respect to which (or whose a) the total assets are to be(determined in accordance with GAAP) acquired does not oppose in connection therewith constitute more than 10% of Consolidated Tangible Net Worth determined at the end of the most recently ended Fiscal Quarter or (b) the net income attributable to the stock or assets acquired in such Acquisition and (determined in accordance with GAAP) for any rolling four Fiscal Quarter period exceeds 10% of Consolidated Net Income for such four Fiscal Quarters, (2) the material line Administrative Agent may determine, in its reasonable discretion, whether any such Acquisition relates to substantially the same or lines a similar type of business as the Borrower and its Subsidiaries or to an unrelated business, and (3) if the assets or the business subject to any such Acquisition is in an unrelated business, the Administrative Agent (as defined in the Existing Credit Agreement in effect on the date hereof) shall be entitled to conduct all due diligence on, and to collect any information relating to, such assets as the Administrative Agent (as defined in the Existing Credit Agreement in effect on the date hereof) may reasonably require prior to including any such assets in the Aggregate Borrowing Base (as defined in the Existing Credit Agreement effect on the date hereof) and/or the Domestic Borrowing Base (as defined in the Existing Credit Agreement in effect on the date hereof), as applicable, (iii) the Board of Directors and (if required by applicable law) the shareholders of any Person to be acquired are substantially have approved the same as one or more line or lines terms of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoAcquisition, (iiiv) no Default the Borrower delivers to the Lenders on or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior before the date on which it or any of its Subsidiaries agrees to or consummates such Acquisition a certificate of the principal financial or accounting officer of the Borrower certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default the Total Facility Usage Ratio would exist immediately after giving effect to such Acquisitions, not exceed 85% and (y) the Company shall have furnished Total Facility Usage Ratio would not exceed 85% as determined on a pro forma basis over the six month period immediately following the effective date of such Acquisition, in form and substance satisfactory to the Administrative Agent pro forma historical financial statements as Agent, based on reasonable projections of the end financial performance of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary)Borrower, and (v) the Borrower is in compliance, both before and after giving effect thereto, with Section 7.11, and (v) with respect to any Acquisition for which the consideration paid by (i) the Borrower or its Subsidiaries exceeds $25,000,000 or (ii) by any of the Paperchase Companies exceeds $5,000,000, the Borrower shall deliver a certificate of an Authorized Officer of the Borrower dated as of the date of such Acquisition as to the solvency of the Borrower and its Subsidiaries or the Paperchase Companies, as applicable, following the consummation of such Acquisition, Acquisition and in form and substance satisfactory to the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsAdministrative Agent.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute No Company shall effect an Acquisition; provided, or take any action to solicit however, that a Company may effect an Acquisition so long as: (a) [Intentionally Omitted]; or (b) such Acquisition meets all of the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless following requirements: (i) in the Person case of an Acquisition that involves a merger, amalgamation or other combination including the Borrower, the Borrower shall be the surviving entity; (ii) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than the Borrower), a Credit Party shall be the surviving entity; (iii) the business to be (acquired shall be similar, or whose assets are related to, or incidental to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person Companies; (iv) the Companies shall be in full compliance with the Loan Documents both prior to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, after giving pro forma effect to such Acquisition; (iiv) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately exist prior to or immediately or, after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced thereafter shall begin to exist; (vi) the Borrower shall have provided to the Administrative Agent and the Lenders, at least five Business Days prior to such Acquisition, in form and substance satisfactory to the Administrative Agent, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a Pro Forma certificate of a Financial Officer showing pro forma compliance with Section 5.7 hereof, both before and after giving effect to the proposed Acquisition; (vii) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; and (viii) the aggregate Consideration paid by the Companies, when added to all other Acquisitions for all Companies, would not exceed the aggregate amount of One Hundred Million Dollars ($100,000,000) for the twelve month period ending with the month in which such Acquisition is consummated; provided, however, that the Net Leverage Ratio for the most recently ended reporting period for which the Administrative Agent has received a Compliance Certificate delivered simultaneously with Certificate, immediately before and after giving pro forma effect to such Acquisition, shall be less than 3.75 to 1.00; provided, further, that each such pro forma historical financial statements, (iv) the Person acquired determination shall be a wholly-owned Subsidiarymade as if such Acquisition (and related transactions, or be merged into including the Company or a wholly-owned Subsidiary, immediately upon consummation incurrence of any Indebtedness in connection therewith) was consummated on the first day of the Acquisition (or if assets are applicable four-quarter period for which the Net Leverage Ratio is being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsdetermined.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute No Company shall effect an Acquisition; provided, or take any action to solicit however, that a Company may effect an Acquisition so long as: (a) [Intentionally Omitted]; or (b) such Acquisition meets all of the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless following requirements: (i) in the Person case of an Acquisition that involves a merger, amalgamation or other combination including the Borrower, the Borrower shall be the surviving entity; (ii) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than the Borrower), a Credit Party shall be the surviving entity; (iii) the business to be (acquired shall be similar, or whose assets are related to, or incidental to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person Companies; (iv) the Companies shall be in full compliance with the Loan Documents both prior to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, after giving pro forma effect to such Acquisition; (iiv) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately exist prior to or immediately or, after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced thereafter shall begin to exist; (vi) the Borrower shall have provided to the Administrative Agent and the Lenders, at least five Business Days prior to such Acquisition, in form and substance satisfactory to the Administrative Agent, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a Pro Forma certificate of a Financial Officer showing pro forma compliance with Section 5.7 hereof, both before and after giving effect to the proposed Acquisition; (vii) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; and (viii) the aggregate Consideration paid by the Companies, when added to all other Acquisitions for all Companies, would not exceed the aggregate amount of One Hundred Million Dollars ($100,000,000) for the twelve month period ending with the month in which such Acquisition is consummated; provided, however, that the Leverage Ratio for the most recently ended reporting period for which the Administrative Agent has received a Compliance Certificate delivered simultaneously with Certificate, immediately before and after giving pro forma effect to such Acquisition, shall be less than 3.75 to 1.00; provided, further, that each such pro forma historical financial statements, (iv) the Person acquired determination shall be a wholly-owned Subsidiarymade as if such Acquisition (and related transactions, or be merged into including the Company or a wholly-owned Subsidiary, immediately upon consummation incurrence of any Indebtedness in connection therewith) was consummated on the first day of the Acquisition (or if assets are applicable four-quarter period for which the Leverage Ratio is being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsdetermined.

Acquisitions. Enter into Make any agreementAcquisition unless the following conditions are met: (a) if the Acquisition involves consideration of $20,000,000 or more, contract, binding commitment or other arrangement providing for the Borrower provides the Administrative Agent with a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit certificate of a Responsible Officer certifying (together with supporting calculation in reasonable detail in the tender case of securities or proxies in respect thereof in order to effect any Acquisition, clause (each, an “Acquisition Arrangement”x) unless below) that (ix) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andand any Indebtedness related thereto (including, but not limited to any Indebtedness used in financing such Acquisition), (iiii) if the Borrower is in compliance with the financial covenants set forth in Section 6.10 on a Pro Forma Basis and (ii) the aggregate Cost of Acquisition of consideration paid in connection with any and all Acquisitions (including such Acquisition) occurring in under this Section 6.11 of any fiscal year Person that does not become a Guarantor (together with the fair market value of any property transferred to a non-Loan Party in connection with a Permitted Acquisition), other Related Acquisition or Related Proposed Acquisition than consideration paid in Equity Interests (other than Disqualified Preferred Interests), shall not exceed $1,000,000,000 and (y) the other requirements in this Section 6.11 with respect to such AcquisitionAcquisition are satisfied; (b) (i) the consummation of the Acquisition does not violate any Law or Contractual Obligation applicable to the Borrower or its Subsidiaries, whether or not occurring or which violation would reasonably be expected to occur in the same fiscal yearhave a Material Adverse Effect; (ii) is in excess of $65,000,000there are no actions, (x) no Default would exist immediately after giving effect to such Acquisitionssuits, (y) the Company shall have furnished proceedings, or claims pending, or, to the Administrative Agent pro forma historical financial statements as knowledge of the end Borrower threatened in writing, at law, in equity, in arbitration or before any Governmental Authority against the Borrower or, to the knowledge of the most recently completed fiscal year of Borrower, the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect party or parties to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall that would reasonably be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of expected to prevent such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause and (iii) there are no actions, suits, proceedings, or claims pending, at law, in equity, in arbitration or before any Governmental Authority, to the knowledge of this the Borrower, against the other party or parties to such Acquisition which would reasonably be expected to result in a Material Adverse Effect; (c) no Default exists or would result from such Acquisition; (d) the Acquisition shall have been approved by the board of directors or comparable governing body of the parties thereto, as applicable, or otherwise shall be of a non-hostile nature; (e) the Loan Parties and any newly created or acquired Subsidiary as a result of such Acquisition shall comply with the requirements of Section 7.12 shall not apply 5.12, to the extent applicable; and (f) the consideration paid in connection with any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such that is not a U.S. Person’s assets, other than consideration paid in Equity Interests (other than Disqualified Preferred Interests) shall not exceed $1,000,000,000.

Acquisitions. Enter No Loan Party nor any Subsidiary of a Loan Party shall enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same or related as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarterFiscal Quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit I prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 5.01 giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default of Event or Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Wholly Owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned SubsidiarySubsidiary of the Borrower), and (viv) after the consummation of giving effect to such Acquisition, the Company or aggregate Costs of Acquisition incurred in any applicable Subsidiary shall have complied Fiscal Year (on a noncumulative basis, with the provisions of Section 6.14; provided that, clause (iiieffect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsexceed $10,000,000.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (a) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zb) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of EXHIBIT H prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to SECTION 8.5(a) or SECTION 9.1(a) or (b) giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that (X) no Default or Event of Default would exist immediately after giving effect thereto and (Y) the Consolidated Leverage Ratio is and would be less than 3.50 to 1.00 both before and immediately after giving effect thereto, and (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary); PROVIDED, and (v) after HOWEVER, that notwithstanding the consummation of such Acquisitionforegoing, the Company or any applicable Subsidiary shall have complied with Borrower may make the Decorative Products Acquisition so long as each of the provisions of Section 6.14; provided that(i), clause (ii), (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsand (iv) set forth above are satisfied except SECTION 10.2(iii)(B)(Y).

Acquisitions. Enter into No Loan Party nor any agreement, contract, binding commitment or other arrangement providing for Subsidiary of a transaction which would, if consummated, constitute an Loan Party shall make any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the board of directors or comparable governing body of the Person to be (or whose assets are to be) acquired does not oppose has approved such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as or reasonably related to one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoBorrower, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent and each Lender (A) if the aggregate Costs of Acquisition incurred by any Loan Party or any Subsidiary of a Loan Party in any single transaction or in a series of related transactions exceeds $100,000,000, pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarterFiscal Quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit O prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 5.01 giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned SubsidiaryWholly Owned Subsidiary of the Borrower, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned SubsidiarySubsidiary of the Borrower), and (viv) after the consummation of giving effect to such Acquisition, the Company or any applicable Subsidiary shall have complied with aggregate Costs of Acquisition incurred by the provisions Loan Parties and all Subsidiaries of Section 6.14; provided that, clause (iii) of this Section 7.12 the Loan Parties after the Closing Date shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of exceed $250,000,000 in the such Person’s assetsaggregate.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00050,000,000 or if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring after the Closing Date is in excess of $175,000,000, (w) the Required Lenders shall have consented to such Acquisition, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into IFG shall not, nor shall IFG permit any agreementof its Subsidiaries to, contractacquire, binding commitment or publicly propose to acquire, or agree to acquire, by merger or consolidation with, or by purchase or otherwise, an equity interest in or a substantial portion of the assets of, any business or any corporation, partnership, association or other arrangement providing for business organization or division thereof, nor shall IFG acquire or agree to acquire a transaction which wouldmaterial amount of assets, if consummatedsuch acquisition would adversely affect the tax-free treatment of the Merger under Section 368(a) of the Code or the treatment of IPT as a REIT following the Merger. If IFG or any of the Material Non-REIT Subsidiaries acquires any United States multi-family residential assets, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order businesses (other than assets, securities or businesses relating to effect the New York Residential Business or the residential mortgage origination business), IFG shall, and shall cause its Material Non-REIT Subsidiaries to, irrevocably offer AIMCO the option to either (x) require any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person such assets to be distributed by IFG to SpinCo (or whose the Spin Off Entities) at the effective time of the Spin Off or (y) retain such assets are or businesses by notifying IFG in writing that AIMCO elects to be) acquired does not oppose retain such Acquisition assets; provided however that AIMCO shall be deemed, subject to consummation of the Merger and the material line or lines merger of business IPT and AMIT pursuant to the AMIT Agreements, to have elected to purchase the assets of Angeles Mortgage Investment Trust ("AMIT") to be purchased pursuant to the AMIT Agreements (the"AMIT Assets"). If AIMCO elects to retain such assets AIMCO will reimburse SpinCo for the cost of such assets by increasing the number $308,433,730 in each place it appears in Section 2.3 by the amount of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default Acquisition Cost. The term "Acquisition Cost" shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition mean with respect to any such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquiredassets, the acquiror shall be actual amount paid by IFG or any Material Non-REIT Subsidiary for such assets (including reasonable, actual out-of- pocket closing costs and any indebtedness incurred in connection with the Company or a wholly-owned Subsidiaryacquisition), and (v) after the consummation less net cash flow received by IFG in respect of such Acquisition, investment plus interest on such amount calculated at the Company 30-day LIBOR rate plus 150 basis points calculated from the date of incurrence or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsreceipt.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Used Vehicle Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, this Section 7.12 shall not restrict any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter Not enter into any agreement, contractContract, binding commitment or other binding arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one Borrower or more line or lines any of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto(b) Borrower is the acquiring and surviving entity, (iic) an Authorized Representative shall have furnished Bank with a certificate to the effect that no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company and Borrower shall have furnished to the Administrative Agent Bank (i) pro forma historical financial statements as of the end of the most recently completed fiscal period of Borrower (whether quarterly or year of the Company and most recent interim fiscal quarter, if applicable, end) giving effect to such Acquisition and all other Acquisitions consummated since assuming that any Debt incurred to effect such fiscal year end, Acquisition shall be deemed to have been outstanding during the four-quarter period preceding such Acquisition and to have borne a rate of interest during such period equal to that rate in existence at the date of determination and (zii) the Company a certificate in form and its Subsidiaries shall be in Pro Forma Compliance after substance satisfactory to Bank prepared on a historical pro forma basis giving effect to such AcquisitionAcquisition as of the most recent fiscal quarter of Borrower then ended, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereof, and (ivd) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiarywith Borrower or one of its Subsidiaries, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or similar to the lines of business then conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including for such Acquisition) occurring in any fiscal year (Acquisition together with any other Related Acquisition series of related Acquisitions is equal to or Related Proposed Acquisition with respect to such Acquisitiongreater than $25,000,000, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) (i) historical financial statements as of the end of the most recently completed fiscal year of the target, which shall be audited, and its most recent interim fiscal quarter, if applicable, and (ii) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and its most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end(B) a certificate in the form of Exhibit D prepared on a historical pro forma basis as of the date of --------- the Audited Financial Statements or, and if later, as of the most recent date for which financial statements have been furnished pursuant to Section ------- 6.01(a) or (zb) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall -------------- demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (viv) after the consummation of such Acquisition, the Company or any applicable Acquisition each Subsidiary that is a Material Domestic Subsidiary shall have complied with the provisions of Section 6.14; provided that6.12, clause (iiiv) the ------------ Costs of this Section 7.12 shall not apply to any agreement, contract, binding commitment or Acquisition (other arrangement providing than the Costs of Acquisition for a transaction which would, if consummated, constitute an Acquisition of a Person the TAMSCO Transaction) incurred with respect to which real property constitutes such Acquisition (A) together with any series of related Acquisitions shall not exceed $75,000,000 and (B) together with all or substantially all other Acquisitions during the 12-month period ending on the date of such Acquisition in the aggregate shall not exceed $100,000,000, and (vi) in the case of the TAMSCO Transaction, (A) the Transaction has been consummated in accordance with the terms of the Transaction Documents (each of which has been duly authorized, executed and delivered) and in compliance with applicable law and regulatory approvals, (B) all governmental, shareholder and third party consents and approvals necessary in connection with the Transaction shall have been obtained and shall be in force and effect, except where the failure to obtain such Person’s assetsthird party consents and approvals, or the failure of such third party consents and approvals to be in full force and effect, would not have a Material Adverse Affect, (C) all applicable waiting periods shall have expired (including the expiration or early termination of any Xxxx-Xxxxx Xxxxxx waiting period) without any action being taken by any Governmental Authority that could restrain, prevent or impose any material adverse conditions on the Transaction or that could seek or threaten any of the foregoing, (D) the aggregate Costs of Acquisition of the Transaction do not exceed $80,000,000, plus any adjustments thereto as required pursuant to the Transaction Documents based on the equity, working capital and debt levels of TAMSCO, (E) all conditions precedent to the consummation of the Transaction that are of a material nature have been satisfied without waiver, and (F) there has been delivered to the Administrative Agent not less than three Business Days after the Transaction Closing Date (I) a certificate by a Responsible Officer of the Borrower as to the foregoing matters in (vi)(A) through (E) above and (II) evidence of payment in full of the TAMSCO Indebtedness, including payoff letters, UCC-3 Termination Statements, and all other evidence of termination of the Liens securing payment of the TAMSCO Indebtedness and termination of the related credit facilities as the Administrative Agent may request have been delivered to the Administrative Agent.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Consummate any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) [intentionally omitted]; (iv) if the aggregate Cost of Acquisition of all Acquisitions such Acquisition is 85 greater than $50,000,000, the Company shall have given thirty (including 30) days’ notice to the Administrative Agent stating the proposed date of such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such and the expected Cost of Acquisition, whether or not occurring or expected to occur in (v) if the same fiscal year) aggregate Cost of Acquisition of such Acquisition is in excess of greater than $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions115,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements, and (ivvi) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation . Nothing in this Section 7.19 shall alter any obligation of such Acquisition, the Company or any applicable Subsidiary shall have complied Subsidiary, to comply with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply subject to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsapplicable grace period set forth in Section 6.14.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, Acquisition – whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00050,000,000 or if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring after the Closing Date is in excess of $175,000,000, (w) the Required Lenders shall have consented to such Acquisition, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoconstitute Core Businesses, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00025,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endAcquisition, and (zB) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after date of the Audited Financial Statements or, if later, as of the most recent date for which financial statements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, as evidenced by a Pro Forma which Compliance Certificate delivered simultaneously with such pro forma historical financial statementsshall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Restricted Subsidiary, or be merged with or into the Company or a wholly-owned Restricted Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Restricted Subsidiary), and (viv) after the upon consummation of such Acquisition, the Company or any applicable Acquisition each Subsidiary shall have complied with the provisions of Section 6.147.12, including with respect to any new assets acquired, (v) if the Cost of Acquisition shall exceed $100,000,000, the Required Lenders shall consent to such Acquisition in their discretion, and (vi) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred since the Closing Date shall not exceed the sum of (x) $100,000,000 and (y) up to $100,000,000 of Net Cash Proceeds from Dispositions permitted under Section 8.05(g) that were not required to have been used to make a mandatory prepayment pursuant to Section 2.06(d); provided that, clause (iii) of this Section 7.12 shall not apply to any that an agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition that would not otherwise satisfy the provisions of a Person this Section 8.13 at such time may be entered into so long as an express condition to the consummation thereof is the full compliance with respect to which real property constitutes all or substantially all of this Agreement and the such Person’s assetsother Loan Documents.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are (i) the provision of services primarily in the governmental contracting field, or (ii) substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (iib) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either and the representations and warranties contained in Section 5.06 shall be true and correct, in each case, immediately prior to or and immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements(c) the Cost of Acquisition is less than $10,000,000, (ivd) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower, a Guarantor or a any wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror acquirer shall be the Company Borrower, a Guarantor or a any wholly-owned Subsidiary), and (ve) after the consummation of giving effect to such Acquisition, the Company or aggregate Costs of Acquisition incurred during the fiscal year in which such Acquisition is made shall not exceed $20,000,000, and (f) immediately after giving effect to any applicable Subsidiary such Acquisition the difference between the Aggregate Commitments and the Total Outstandings shall have complied with the provisions of Section 6.14not be less than $5,000,000; provided that, clause prior to effecting any such transaction, the Borrower shall have furnished to Agent (iiii) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and (ii) a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (b) giving effect to such Acquisition, which certificate shall demonstrate that immediately after giving effect to such Acquisition (including, without limitation, any Borrowings related thereto) (A) the Consolidated Leverage Ratio would not exceed 2.50 to 1.00, and (B) no Default or Event of Default would then exist. Each Acquisition complying with the terms of this Section 7.12 shall not apply 7.07, or otherwise consented to any agreement, contract, binding commitment or other arrangement providing for by the Required Lenders in writing is referred to herein as a transaction which would, if consummated, constitute “Permitted Acquisition.” The parties acknowledge that the Borrower may from time to time seek the consent of the Required Lenders to an Acquisition that does not conform to the requirements of a Person with respect this Section 7.07, provided that the Required Lenders shall have no obligation to which real property constitutes all or substantially all of give such consent.” (k) The existing Exhibit D-1 and Exhibit D-2 to the such Person’s assetsCredit Agreement are deleted in their entirety and Exhibit D-1 and Exhibit D-2 attached hereto, respectively, are inserted in lieu thereof.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Consummate any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) [intentionally omitted]; (iv) if the aggregate Cost of Acquisition of all Acquisitions such Acquisition is greater than $35,000,000, the Company shall have given thirty (including 30) days’ notice to the Administrative Agent stating the proposed date of such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such and the expected Cost of Acquisition, whether or not occurring or expected to occur in (v) if the same fiscal year) aggregate Cost of Acquisition of such Acquisition is in excess of greater than $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions85,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements, and (ivvi) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation . Nothing in this Section 6.19 shall alter any obligation of such Acquisition, the Company or any applicable Subsidiary shall have complied Subsidiary, to comply with the provisions of Section 6.14; provided that, clause subject to any applicable grace period set forth in Section 6.14. Notwithstanding the delivery of any evidence of Pro Forma Compliance (iiiincluding any Pro Forma Revolving Borrowing Base Certificate or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate), the Revolving Borrowing Base or Used Vehicle Borrowing Base (as applicable) of this Section 7.12 shall not apply change as a result of such Acquisition until such Acquisition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Acquisition occurs or if the date of such Acquisition or the amount of such Cost of Acquisition has changed or is expected to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetschange.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same or related as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit I prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 8.6a or Section 9.1(a) or (b) giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), (iv) if the Cost of Acquisition shall exceed $10,000,000, the Required Lenders shall consent to such Acquisition in their discretion, and (v) after the consummation of giving effect to such Acquisition, the Company or aggregate Costs of Acquisition incurred in any applicable Subsidiary shall have complied Fiscal Year (on a noncumulative basis, with the provisions of Section 6.14; provided that, clause (iiieffect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsexceed $20,000,000.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition other than the ELS Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental theretoSubsidiaries described in SECTION 10.19 hereof, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of EXHIBIT H prepared on a historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (v) if the Cost of Acquisition shall exceed $10,000,000, the Required Lenders shall consent to such Acquisition in their discretion, PROVIDED, HOWEVER, that no such consent shall be required with respect to the Belgian Acquisition, and (vi) after the consummation of giving effect to such Acquisition, the Company or aggregate Costs of Acquisition incurred in any applicable Subsidiary shall have complied Fiscal Year (on a noncumulative basis, with the provisions of Section 6.14; provided that, clause (iiieffect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period) of this Section 7.12 shall not apply to any agreementexceed $20,000,000; PROVIDED, contractFURTHER HOWEVER, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person that with respect to any portion of any Acquisition (1) financed with proceeds of Subordinated Debt or (2) for which real property constitutes all or substantially all the consideration given consists of newly issued shares of capital stock of the Borrower or a Subsidiary, such Person’s assets.portion of such Acquisition shall be deemed to have a Cost of Acquisition of zero for the purposes of this SECTION 10.2;

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrowers and its their Subsidiaries, or substantially related or incidental thereto, (iib) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, and (iiic) if the aggregate Cost of Acquisition is less than $50,000,000 (not more than $15,000,000 of all Acquisitions (including which shall be in cash); provided that, prior to effecting any such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisitiontransaction, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrowers shall have furnished to the Administrative Agent (i) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zii) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after most recent date for which financial statements have been furnished pursuant to Section 4.01(a) or Section 6.01(a) or (b) giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (ivc) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company a Borrower or a any wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror acquirer shall be the Company any Borrower or a any wholly-owned Subsidiary), and (vd) after the consummation of giving effect to such Acquisition, the Company or any applicable Subsidiary shall have complied with aggregate Costs of Acquisition incurred during the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 fiscal year in which such Acquisition is made shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction exceed $50,000,000 (not more than $25,000,000 of which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsshall be in cash).

Acquisitions. Enter into any agreement, contract, binding commitment or other binding arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless unless: (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more lines of business conducted by any of the Borrowers and the Subsidiaries or a line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, , (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or exist immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company applicable Borrower shall have furnished to the Administrative Agent Agents (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Fiscal Year and most recent interim fiscal quarterquarter of such Borrowers, if applicable, giving effect to such Acquisition and (B) a certificate prepared on a historical pro forma basis giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist under SECTION 11.1 immediately after giving effect thereto, (iii) a Borrower or a Subsidiary is the surviving entity or the surviving entity shall succeed, by agreement or operation of law, to all of the businesses and operations of such Borrower or such Subsidiary and shall immediately assume all of the rights and obligations of such Borrower or such Subsidiary under this Agreement and the other Acquisitions consummated since such fiscal year endLoan Documents, and and (ziv) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, the aggregate cash paid by the Borrowers and their Subsidiaries to third-party sellers as evidenced by consideration for Acquisitions during any Four-Quarter Period (on a Pro Forma Compliance Certificate delivered simultaneously non-cumulative basis, with such pro forma historical financial statementsthe effect that amounts not incurred in any Four-Quarter Period may not be carried forward to a subsequent period) shall not exceed US $1,000,000; PROVIDED, HOWEVER, that notwithstanding the foregoing, a Borrower or a Subsidiary may acquire the assets of Atlas (the "Atlas Acquisition") so long as (A) the conditions set forth in clauses (i), (ivii) and (iii) above are satisfied and the Atlas Acquisition is completed not later than November 30, 1999 and (B) the Person acquired shall be a wholly-owned SubsidiaryCost of Acquisition for the Atlas Acquisition does not exceed the sum of (I) transaction costs (excluding bank financing fees) not to exceed US $1,000,000 in the aggregate, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary)II) an amount not to exceed US $1,000,000 for any net working capital adjustment, and (vIII) after the consummation all Costs of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided thatexcluding those in (I) and (II), clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsexceed US $14,000,000.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoconstitute Core Businesses, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00025,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endAcquisition, and (zB) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after date of the Audited Financial Statements or, if later, as of the most recent date for which financial statements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, as evidenced by a Pro Forma which Compliance Certificate delivered simultaneously with such pro forma historical financial statementsshall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Restricted Subsidiary, or be merged with or into the Company or a wholly-owned Restricted Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Restricted Subsidiary), and (viv) after the upon consummation of such Acquisition, the Company or any applicable Acquisition each Subsidiary shall have complied with the provisions of Section 6.147.12, including with respect to any new assets acquired, (v) if the Cost of Acquisition shall exceed $50,000,000, the Required Lenders shall consent to such Acquisition in their discretion, and (vi) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred since the Closing Date shall not exceed the sum of (x) $100,000,000 and (y) up to $100,000,000 of Net Cash Proceeds from Dispositions permitted under Section 8.05(g) that were not required to have been used to make a mandatory prepayment pursuant to Section 2.06(d); provided that, clause (iii) of this Section 7.12 shall not apply to any that an agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition that would not otherwise satisfy the provisions of a Person this Section 8.13 at such time may be entered into so long as an express condition to the consummation thereof is the full compliance with respect to which real property constitutes all or substantially all of this Agreement and the such Person’s assetsother Loan Documents.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) both (i) two years of financial statements on the Person being acquired, the most recent year of which shall be audited, or, if in the case of an Acquisition of assets in which the Cost of Acquisition is less than 57 $5,000,000.00 where no audited financial statements are available as to the operation of the assets being acquired (an "Exception Acquisition"), then such financial information as is available, but only to the extent that the purchase agreement for such Acquisition contains terms and conditions with respect to post-closing purchase price adjustments reasonably acceptable to the Agent, and (ii) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit I prepared on a historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (iv) if the Cost of Acquisition shall exceed $10,000,000, the Required Lenders shall consent to such Acquisition in their discretion, (v) if, after the consummation of giving effect to such Acquisition, the Company or any applicable Subsidiary aggregate Costs of Acquisition incurred by Borrower and its Subsidiaries from and after the Closing Date shall have complied with exceed $25,000,000, the provisions of Section 6.14; provided thatRequired Lenders shall consent to such Acquisition in their discretion, clause and (iiivi) of this Section 7.12 if the Person acquired shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition be organized under the laws of a Person with respect jurisdiction other than the United States of America, the Required Lenders shall consent to which real property constitutes all such Acquisition in their discretion; provided, however, that in the case of an Exception Acquisition, so long as NationsBank shall be the only Lender, NationsBank shall use its best efforts to advise the Borrower whether or substantially all not it has consented to such Exception Acquisition within three Business Days of its receipt of the such Person’s assetsavailable financial information and purchase agreement.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Consummate any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) [intentionally omitted]; (iv) if the aggregate Cost of Acquisition of all Acquisitions such Acquisition is greater than $35,000,000, the Company shall have given thirty (including 30) days’ notice to the Administrative Agent stating the proposed date of such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such and the expected Cost of Acquisition, whether or not occurring or expected to occur in (v) if the same fiscal year) aggregate Cost of Acquisition of such Acquisition is in excess of greater than $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions85,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements, and (ivvi) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation . Nothing in this Section 7.19 shall alter any obligation of such Acquisition, the Company or any applicable Subsidiary shall have complied Subsidiary, to comply with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply subject to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsapplicable grace period set forth in Section 6.14.

Acquisitions. Enter The Borrower will not, nor will it permit any ------------ Subsidiary to, enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless unless: (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, , (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, Acquisition, (iii) if any Acquisition would require the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect Borrower to such Acquisitionfile an SEC Report, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) the Company and its Subsidiaries shall be in Pro Forma a Compliance after Certificate prepared on a historical pro forma basis giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto (provided, however, that in each case if such information is not then available for such periods with respect to Borrower, any Subsidiary or the Person being acquired (or from whom assets are being acquired), then such statements may be based instead upon reasonable estimates made by Borrower as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with to the financial performance of such pro forma historical financial statements, Persons for such periods) and (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreementNo Company shall effect an Acquisition; provided that a Credit Party may effect an Acquisition with the prior written consent of the Required Lenders or so long as: (a) in the case of a merger, contract, binding commitment amalgamation or other arrangement providing for combination including a transaction which wouldBorrower, such Borrower shall be the surviving entity (and in all cases, EPIQ shall be a surviving entity); (b) in the case of a merger, amalgamation or other combination including a Credit Party (other than a Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be reasonably similar to that of the Credit Parties or a reasonable extension thereof; (d) Borrowers shall have provided to Agent and the Lenders, at least ten Business Days prior to such Acquisition (or, if consummatedthe aggregate Consideration paid for such Acquisition is less than Fifteen Million Dollars ($15,000,000), constitute an within five Business Days after the completion of such Acquisition), or take any action to solicit historical financial statements of the tender target entity and a pro forma financial statement of securities or proxies in respect thereof in order to effect any the Companies accompanied by a certificate of a Financial Officer of EPIQ showing (i) pro forma compliance with Sections 5.7 and 5.13(g) through (j) hereof, both before and after the proposed Acquisition, (eachit being understood that, an “Acquisition Arrangement”) unless in the calculation of Fixed Charge Coverage Ratio, (iA) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business EBITDA of the Person business to be acquired are substantially shall be included in Consolidated EBITDA as if the same as one or more line or lines Acquisition had been completed on the first day of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretomeasurement period, (B) Consolidated Interest Expense shall be recalculated as if any debt incurred or assumed as a result of the Acquisition had been in place for the entire measurement period, and (C) aside from the adjustment in subparts (A) and (B) above, the fixed charges of the business to be acquired shall not be included in the calculation of Fixed Charge Coverage Ratio, and (ii) positive EBITDA for the acquired entity during the most recently completed four fiscal quarters of such entity; (e) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately exist prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced ; (f) such Acquisition is not actively opposed by a Pro Forma Compliance Certificate delivered simultaneously with the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (g) Borrowers shall have Liquidity of no less than Ten Million Dollars ($10,000,000) after giving effect to such pro forma historical financial statements, Acquisition; (ivh) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation aggregate amount of (i) cash Consideration (exclusive of the issuance of equity) paid for any such Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiaryrelated series of Acquisitions) would not exceed Eighty Million Dollars ($80,000,000), and (vii) after Consideration paid for any such Acquisition (or related series of Acquisitions) would not exceed One Hundred Twenty-Five Million Dollars ($125,000,000); (i) the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause aggregate cash Consideration (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all exclusive of the such Person’s assetsissuance of equity) paid for all Acquisitions for all Companies, during the Commitment Period, would not exceed One Hundred Thirty Million Dollars ($130,000,000); and (j) the aggregate Consideration paid for all Acquisitions for all Companies, during the Commitment Period, would not exceed Two Hundred Million Dollars ($200,000,000).

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as or complementary or related to one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Total Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,0001,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit H prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 8.6(a) or Section 86 93 9.1(a) or (b) giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Domestic Subsidiary, or be merged into the Company Borrower or a wholly-owned Domestic Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), (iv) if the Total Cost of Acquisition shall exceed $15,000,000 or the Non-Equity Cost of Acquisition shall exceed $7,000,000, the Required Lenders shall consent to such Acquisition in their discretion, and (v) after the consummation of giving effect to such Acquisition, the Company or aggregate Total Costs of Acquisition and Non-Equity Cost of Acquisition incurred in any applicable Subsidiary shall have complied Fiscal Year (on a noncumulative basis, with the provisions of Section 6.14; provided that, clause (iiieffect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period) of this Section 7.12 shall not apply to any agreementexceed $30,000,000 and $15,000,000, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsrespectively.

Acquisitions. Enter into Make any agreementAcquisition; provided, contracthowever, binding commitment that any Borrower or Subsidiary may make an Acquisition if: (a) such Acquisition relates to the Business and has been approved in good faith by the Board of Directors of Cross Media as well as the target's Board of Directors or other arrangement providing for organizational governance body (in the case of Acquisitions of a transaction which would, if consummated, constitute an Acquisition, Wholly-Owned Subsidiary) or take any action to solicit the tender Board of securities Directors or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business other organizational governance body of the Person other parties to be acquired are substantially the same as one or more line or lines joint venture (in the case of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, Acquisitions in a joint venture); (iib) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to exists or immediately would exist after giving effect to such Acquisition and, Acquisition; (iiic) if after considering the aggregate Cost pro forma position of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect the Consolidated Entities subsequent to such Acquisition, whether the Borrowers will continue to be in compliance with the financial covenants contained in Article 9, and the chief financial officer of Cross Media has delivered a Compliance Certificate to the Agent demonstrating such compliance; (d) the assets to be acquired shall not be subject to any lien or encumbrance, except Permitted Liens; (e) the Borrowers shall have furnished the Agent with such additional documents and information (including without limitation appraisals and environmental reports), in each case at the Borrowers' sole cost, as the Agent shall have reasonably requested in connection with such Acquisition; (f) with respect to Acquisitions of Wholly-Owned Subsidiaries only, and not occurring Acquisitions in joint ventures, the Borrowers have complied with Section 7.10 (unless such Acquisition transaction shall comply with the provisions of clause (b) of the last sentence of Section 8.19), and (g) either (i) each such entity so acquired (other than with respect to investments in joint ventures) will immediately after such Acquisition either become or expected to occur be merged into a Wholly-Owned Subsidiary that is or becomes an Obligor or (ii) in the same fiscal yearcase of investments in joint ventures, either one of the Borrowers or a Wholly-Owned Subsidiary thereof will be a party to such joint venture; provided, that for any Acquisition pursuant to which the Person making such Acquisition pays more than $2,500,000 in consideration (including the assumption of Debt) is in excess of $65,000,000any Fiscal Year or if, (x) no Default would exist immediately after giving effect to the consummation of such AcquisitionsAcquisition, the Borrowers and the Subsidiaries will have paid more than an aggregate of $5,000,000 in consideration (yincluding the assumption of Debt) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect with respect to such Acquisition and all other Acquisitions consummated since after the Closing Date, such fiscal year endAcquisition shall have received the prior written consent of all of the Lenders, and the conditions set forth in clauses (za) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, through (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iiie) of this Section 7.12 definition have been satisfied. The $5,000,000 maximum amount of consideration which Borrowers and their Subsidiaries may expend on Acquisitions in accordance herewith shall not apply be increased by an amount equal to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all 75% of the net cash proceeds received by Borrowers for the sale of their equity securities (gross cash proceeds less reasonable expenses incurred in connection with such Person’s assetstransactions), up to a maximum of $15,000,000.

Acquisitions. Enter into any agreement, contract, binding ------------ commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00025,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit H prepared on a --------- historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (viv) after if the consummation Cost of such AcquisitionAcquisition shall exceed $50,000,000, the Company or any applicable Subsidiary Required Lenders shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply consent to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an such Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.in their discretion;

Acquisitions. Enter None of the Borrowers will, nor will permit any of its Subsidiaries to, enter into any agreement, contract, binding commitment stock or asset acquisitions (other arrangement providing for a transaction which would, if consummated, constitute an Acquisitionthan the acquisition of assets in the ordinary course of such Person's business, or take become or agree to become a general or limited partner, joint venturer or member in any action to solicit partnership, joint venture or limited liability company, as the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless case may be; other than Acquisitions which satisfy the following criteria: (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) such Acquisition shall be in (x) substantially the Person same or a similar type of business as BGI and its Subsidiaries or (y) any other business not included in clause (x) above (an "unrelated business"); provided that (1) BGI and its Subsidiaries shall not, without the written consent of the Required Lenders, be permitted to be make any Acquisition in an unrelated business with respect to which (or whose a) the total assets are to be(determined in accordance with GAAP) acquired does not oppose in connection therewith constitute more than 10% of Consolidated Tangible Net Worth determined at the end of the most recently ended Fiscal Quarter or (b) the net income attributable the stock or assets acquired in such Acquisition and (determined in accordance with GAAP) for any rolling four Fiscal Quarter period exceeds 10% of Consolidated Net Income for such four Fiscal Quarters, (2) the material line Administrative Agent may determine, in its reasonable discretion, whether any such Acquisition relates to substantially the same or lines a similar type of business as BGI and its Subsidiaries or to an unrelated business, and (3) if the assets or the business subject to any such Acquisition is in an unrelated business, the Administrative Agent shall be entitled to conduct all due diligence on, and to collect any information relating to, such assets as the Administrative Agent may reasonably require prior to including any such assets in the Aggregate Borrowing Base and/or the Domestic Borrowing Base, as applicable, (iii) the Board of Directors and (if required by applicable law) the shareholders of any Person to be acquired are substantially has approved the same as one or more line or lines terms of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoAcquisition, (iiiv) no Default BGI delivers to the Lenders on or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior before the date on which it or any of its Subsidiaries agrees to or consummates such Acquisition a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default the Total Facility Usage Ratio would exist immediately after giving effect to such Acquisitions, not exceed 90% and (y) the Company shall have furnished Total Facility Usage Ratio would not exceed 90% as determined on a pro forma basis over the six month period immediately following the effective date of such Acquisition, in form and substance satisfactory to the Administrative Agent pro forma historical Agent, based on reasonable projections of the financial statements performance of the Borrowers, (v) the Borrowers are in compliance, both before and after giving effect thereto, with Section 8.14, and (vi) with respect to any Acquisition for which the consideration paid by BGI or its Subsidiaries exceeds $25,000,000, BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the end date of such Acquisition as to the solvency of the most recently completed fiscal year of the Company Borrowers and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its their Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after following the consummation of such Acquisition, Acquisition and in form and substance satisfactory to the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsAdministrative Agent.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired is a beverage or beverage-related business or a food service business and the business operations are substantially in at least one State contiguous with a State in which the same as one Borrower or more line or lines any of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoSubsidiaries have operations, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00050,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of EXHIBIT H prepared on a historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, and (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable which Subsidiary shall have complied comply with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsSECTION 9.19.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, Acquisition -- whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00050,000,000, (w) the Required Lenders shall have consented to such Acquisition, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreementNo Company shall effect an Acquisition; provided that a Company may effect an Acquisition so long as such Acquisition meets all of the following requirements: (a) in the case of an Acquisition that involves a merger, contract, binding commitment amalgamation or other arrangement providing for combination including a transaction which wouldBorrower or other Credit Party, such Borrower or Credit Party shall be the surviving entity (including if consummated, constitute an Acquisition, or take any action the surviving entity becomes a Credit Party contemporaneously with such Acquisition pursuant to solicit documentation reasonably satisfactory to the tender of securities or proxies in respect thereof in order to effect any Acquisition, Administrative Agent); (each, an “Acquisition Arrangement”) unless (ib) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially shall be similar to, or related to, incidental to, or a reasonable expansion or extension of the same as line of business(es) of one or more line of the Borrowers and one or lines more of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, Guarantors of Payment; (iic) no Default or Revolving and Floorplan Facility Event of Default shall exist prior to or, after giving pro forma effect to such Acquisition; (d) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (e) the Borrowers shall have occurred provided to the Administrative Agent and the Lenders, within five Business Days prior to such Acquisition (or such later date as agreed to by the Administrative Agent), (i) substantially final copies of the Acquisition documents and related disclosure schedules, and (ii) historical financial statements of the target entity (as prepared and provided by the target entity) and a certificate of a Financial Officer showing pro forma compliance with Section 5.7 hereof after giving effect to the proposed Acquisition; (f) Available Liquidity shall be continuing either no less than Fifty Million Dollars ($50,000,000) both immediately prior to or and immediately after giving effect to such Acquisition Acquisition; and (g) the aggregate cash Consideration paid for such Acquisition, when combined with cash Consideration paid for all other Acquisitions by the Companies during the Commitment Period, does not exceed, the sum of (i) Two Hundred Fifty Million Dollars ($250,000,000), plus (ii) one hundred percent (100%) of the net cash proceeds from the issuances of Convertible Debt Securities issued after the Closing Date, plus (iii) if the aggregate Cost of Acquisition of all Acquisitions one hundred percent (including such Acquisition100%) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of net cash proceeds received by the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) Companies from equity issuances after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsClosing Date.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit H prepared on a historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), which Subsidiary shall simultaneously comply with the requirements of Section 7.20, (iv) if (A) the Cost of Acquisition shall exceed $500,000 in cash, or (B) the Cost of Acquisition shall exceed $5,000,000 in Stock Consideration, the Required Lenders shall consent to such Acquisition in their discretion, which consent shall not be unreasonably withheld, and (v) after the consummation of giving effect to such Acquisition, the Company or aggregate Costs of Acquisition incurred in any applicable Subsidiary shall have complied Fiscal Year (on a noncumulative basis, with the provisions of Section 6.14; provided that, clause (iiieffect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period) of this Section 7.12 shall not apply to any agreementexceed (A) $2,000,000 in cash, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets(B) $20,000,000 in Stock Consideration.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, any Acquisition or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoa Permitted Business, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) historical consolidated financial statements as of the end of each of the most recently completed fiscal year and fiscal quarter of the Person to be acquired, (B) pro forma historical consolidated financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end(C) a certificate in the form of Exhibit D prepared on a historical pro forma basis as of the date of the Audited Financial Statements or, and if later, as of the most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (zb) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such AcquisitionAcquisition (and to the adjustments described in Section 1.03(c)), as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), (iv) the Person acquired shall have positive pro forma earnings before interest, taxes, depreciation and amortization as determined in accordance with GAAP from its financial statements and data delivered to the Borrower for the twelve month period ending on or most recently prior to the date of consummation of such Acquisition, (v) after consummation of the Acquisition, the Consolidated Leverage Ratio on a pro forma basis giving effect to such Acquisition (and to the adjustments described in Section 1.03(c)) shall not exceed the required Consolidated Leverage Ratio applicable immediately prior to consummation of the Acquisition as reduced by 0.25 to 1.00, (vi) after the consummation of such Acquisition, the Company Acquisition each Subsidiary that is a Domestic Subsidiary or any applicable Direct Foreign Subsidiary shall have complied with the provisions of Section 6.14; provided that6.12, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person including with respect to which real property constitutes all any new assets acquired, (vii) the total cash consideration, including the repayment of, or substantially all the assumption or incurrence of, any Indebtedness in connection therewith and related transaction expenses, but excluding any payment of Earn-Out Obligations (“Cash Consideration”), for an individual Acquisition shall not exceed $10,000,000 and the total value of consideration in the form of capital stock, warrants or options to acquire capital stock of the Borrower or any Subsidiary to be transferred in connection therewith (“Stock Consideration”) for an individual Acquisition shall not exceed $20,000,000, and (viii) after giving effect to such Person’s assetsAcquisition, the sum of the aggregate Cash Consideration distributed plus the aggregate payments of Earn-Out Obligations made in connection with all Acquisitions in any fiscal year (on a noncumulative basis, with the effect that amounts not incurred in any fiscal year may not be carried forward to a subsequent period) shall not exceed $20,000,000 and the aggregate Stock Consideration distributed in connection with all Acquisitions in any fiscal year (on a noncumulative basis, with the effect that amounts not incurred in any fiscal year may not be carried forward to a subsequent period) shall not exceed $40,000,000.

Acquisitions. Enter into Not, and not permit any agreementRestricted Subsidiary to, contract, binding commitment acquire all or other arrangement providing for a transaction which would, if consummated, constitute an Acquisitionsubstantially all of the assets or any Capital Securities of any class of, or take any action to solicit partnership or joint venture interest in, any other Person, except for any Acquisition by the tender of securities Company or proxies in respect thereof in order to effect any Acquisition, domestic Wholly-Owned Subsidiary that is a Restricted Subsidiary where: (each, an “Acquisition Arrangement”) unless (ia) the business or division acquired are for use, or the Person to be (or whose assets are to be) acquired does is engaged, in a business which would not oppose such Acquisition and cause the material line or lines of business general nature of the Person to be acquired are substantially the same as one or more line or lines of business conducted by in which the Company and its Restricted Subsidiaries, or substantially related or incidental theretotaken as a whole, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or are engaged immediately after giving effect to such Acquisition and, (iii) if to be substantially changed from the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as general nature of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) business in which the Company and its Subsidiaries shall be in Pro Forma Compliance Restricted Subsidiaries, taken as a whole, are engaged on or immediately prior to the Closing Date; (b) immediately before and after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, no Event of Default or Unmatured Event of Default shall exist; (ivc) the Person acquired shall aggregate consideration to be a wholly-owned Subsidiary, or be merged into paid by the Company or a wholly-owned Subsidiaryany Restricted Subsidiary (including any Debt assumed or issued in connection therewith, immediately upon consummation of the amount thereof to be calculated in accordance with GAAP) in connection with such Acquisition (or if assets are being acquiredany series of related Acquisitions), when taken together with the acquiror shall be aggregate consideration paid for all other Acquisitions made by the Company or and its Restricted Subsidiaries during the preceding twelve months, is less than EBITDA for the Company and its Restricted Subsidiaries as reported on a wholly-owned Subsidiary), and consolidated basis in accordance with the terms hereof for the four Fiscal Quarter period immediately preceding the Fiscal Quarter in which such Acquisition is to occur; (vd) immediately after the consummation of giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 11.13; provided, that (x) the Company shall calculate such pro forma compliance based upon the most-recent trailing twelve month historical financial statements for the Company and the target to be acquired, (y) all such information for the Company and the target shall be used and shall comply with the defined terms (such as, for example, Consolidated Net Income) used in this Agreement to calculate, among other things, financial covenants, and (z) the following formula shall be used to determine the target’s EBITDA: Consolidated Net Income plus, to the extent deducted in determining such Consolidated Net Income, Interest Expense, income and franchise tax expense, depreciation and amortization; and (e) in the case of the Acquisition of any Person, the board of directors or any applicable Subsidiary similar governing body of such Person has approved such Acquisition prior to the occurrence thereof; (f) to the extent available, reasonably prior to such Acquisition, the Administrative Agent shall have complied received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the provisions Administrative Agent may require to evidence the termination of Section 6.14; provided thatLiens on the assets or business to be acquired; (g) to the extent available, clause (iii) of this Section 7.12 not less than ten Business Days prior to such Acquisition, the Administrative Agent shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute have received an Acquisition of a Person acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which real property constitutes all or substantially all they are available and as otherwise available), the terms and conditions, including economic terms, of the such Personproposed Acquisition, and the Company’s assetscalculation of pro forma EBITDA relating thereto; and (h) if the Acquisition is structured as a merger, the Company or a Restricted Subsidiary is the surviving entity.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Consummate any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) [intentionally omitted]; (iv) if the aggregate Cost of Acquisition of all Acquisitions such Acquisition is greater than $50,000,000, the Company shall have given thirty (including 30) days’ notice to the Administrative Agent stating the proposed date of such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such and the expected Cost of Acquisition, whether or not occurring or expected to occur in (v) if the same fiscal year) aggregate Cost of Acquisition of such Acquisition is in excess of greater than $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions115,000,000, (y) the Company shall 137 have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements, and (ivvi) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation . Nothing in this Section 6.19 shall alter any obligation of such Acquisition, the Company or any applicable Subsidiary shall have complied Subsidiary, to comply with the provisions of Section 6.14; provided that, clause subject to any applicable grace period set forth in Section 6.14. Notwithstanding the delivery of any evidence of Pro Forma Compliance (iiiincluding any Pro Forma Revolving Borrowing Base Certificate or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate), the Revolving Borrowing Base or Used Vehicle Borrowing Base (as applicable) of this Section 7.12 shall not apply change as a result of such Acquisition until such Acquisition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Acquisition occurs or if the date of such Acquisition or the amount of such Cost of Acquisition has changed or is expected to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetschange.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,0005,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end(B) a Compliance Certificate prepared on a historical pro forma basis as of the date of the Audited Financial Statements or, and if later, as of the most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (zb) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma which Compliance Certificate delivered simultaneously with such pro forma historical financial statementsshall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (viv) after the upon consummation of such Acquisition, the Company or any applicable Acquisition each Subsidiary shall have complied with the provisions of Section 6.14, including with respect to any new assets acquired, (v) if the Cost of Acquisition shall exceed $15,000,000, the Required Lenders shall consent to such Acquisition in their discretion, and (vi) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred since the Closing Date shall not exceed $50,000,000; provided that, clause (iii) of this Section 7.12 shall not apply to any that an agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition that would not otherwise satisfy the provisions of a Person this Section 7.13 at such time may be entered into so long as an express condition to the consummation thereof is the full compliance with respect to which real property constitutes all or substantially all of this Agreement and the such Person’s assetsother Loan Documents.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00025,000,000, (w) the Required Lenders shall have consented to such Acquisition, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which wouldany Acquisition (including Investments within the meaning of clauses (a), if consummated, constitute an Acquisition(c) and (d) of the definition of “Investment”), or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoconstitute Core Businesses, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00075,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endAcquisition, and (zB) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after most recent date for which financial statements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, as evidenced by a Pro Forma which Compliance Certificate delivered simultaneously with such pro forma historical financial statementsshall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Restricted Subsidiary, or be merged with or into the Company or a wholly-owned Restricted Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Restricted Subsidiary), and (viv) after the upon consummation of such Acquisition, the Company or any applicable Acquisition each Non-Xxxxxxx Subsidiary shall have complied with the provisions of Section 6.147.12, including with respect to any new assets (including real property or mineral rights) acquired, (v) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred since the Closing Date shall not exceed the Aggregate Acquisition Limit then in effect, and (vi) after giving effect to such Acquisition, the sum of (x) the Borrower’s Unencumbered Cash and Cash Equivalents plus (y) the aggregate amounts available to the Borrower under the Aggregate Revolving Credit Commitments shall equal or exceed $100,000,000; provided that, clause (iii) of this Section 7.12 shall not apply to any that an agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition that would not otherwise satisfy the provisions of a Person this Section 8.13 at such time may be entered into so long as an express condition to the consummation thereof is the full compliance with respect to which real property constitutes all or substantially all of this Agreement and the such Person’s assetsother Loan Documents.

Acquisitions. Enter into No Loan Party nor any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Subsidiary shall consummate any Acquisition, unless: (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are either (i) is not substantially different from the same as one or more line or lines of business conducted by GPB Prime and its Subsidiaries on the Company Closing Date or (ii) is substantially related, complementary or incidental to, or a reasonable development or expansion of, the lines of business conducted by GPB Prime and its Subsidiaries, or substantially related or incidental thereto, ; (iib) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition; (c) the Borrower Representative shall have given not less than thirty (30) days’ prior written notice to the Administrative Agent (or such later notice as agreed to by the Administrative Agent) identifying the applicable Acquisition and, and providing a general overview of such Acquisition based on information known to the Loan Parties at such time (iii) if provided that such notice need not identify specific terms of such Acquisition and it is agreed and understood that the aggregate Cost terms of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring identified to the Agent, may be thereafter revised or expected altered without any need to occur in update the same fiscal yearAdministrative Agent); (d) is for Acquisitions with a Cost of Acquisition in excess of $65,000,0005,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower Representative shall have furnished to the Administrative Agent pro forma historical financial statements of such target Person as of the end of the most recently completed fiscal year Fiscal Year and interim Fiscal Month of such target Person (in each case, solely to the Company and most recent interim fiscal quarter, if applicable, giving effect to extent (i) such Acquisition and all other Acquisitions consummated since such fiscal year end, financial statements are available and (zii) the Company furnishing of such financial statements to the Administrative Agent would not violate any confidentiality restrictions applicable thereto); (e) GPB Prime and its Subsidiaries shall be in Pro Forma Compliance pro forma compliance with the financial covenants set forth in Section 6.15 as of the most recently ended Test Period, after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementsCompliance Certificate; (f) if, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company Person acquired is a Restricted Subsidiary, the applicable Loan Party or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all 5.15 and the applicable provisions of the Security Documents (in each case, within the applicable time period for compliance); and (g) the Cost of Acquisition for such Person’s assetsAcquisition, together with the Cost of Acquisition for all other Acquisitions in the same Fiscal Year, is not greater than the aggregate amount of sixty Million Dollars ($60,000,000), with unused amounts in any Fiscal Year being carried over to each succeeding Fiscal Year (inclusive of amounts carried over from prior Fiscal Years).

Acquisitions. Enter into any agreementThe Loan Parties may consummate Acquisitions, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, so long as: (each, an “Acquisition Arrangement”) unless (ia) the Acquisition by a Loan Party is of a Person to be (or whose assets which are to be) acquired does not oppose such Acquisition and in substantially the material line or same lines of business as the business conducted by such Loan Party on the date hereof, or any other business reasonably related thereto; (b) as of the closing thereof, each Acquisition has been approved and recommended by the board of directors (or equivalent body) of the Person to be acquired are substantially or from which such business or asset is to be acquired; (c) prior to the same closing of such Acquisition (other than as one or more line or lines Acquisition of business conducted by assets), the Company and its SubsidiariesPerson to be acquired is Solvent; (d) as of the closing of the Acquisition, or substantially related or incidental after giving effect thereto, the Loan Party that is the acquiring party must be Solvent and the Loan Parties, on a consolidated basis, must be Solvent; (iie) no Default or Revolving and Floorplan Facility Default shall have occurred and as of the closing of any such Acquisition, (i) such Acquisition is structured as a merger, the Borrower must be continuing either immediately prior to or immediately the surviving entity after giving effect to such Acquisition and, merger; and (iiiii) if such Acquisition is structured as a stock/equity acquisition, the aggregate Cost acquiring Loan Party shall own not less than a majority interest in the entity being acquired and such acquired entity will be a Domestic Subsidiary; (f) as of Acquisition the closing of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would or Potential Default shall exist immediately or occur as a result thereof, and after giving effect to such Acquisitions, thereto; (yg) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary Borrower shall have complied with the provisions terms and conditions of Section 6.14; (h) the absence of action, suit, investigation, or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that affects the target or the proposed Acquisition, which could reasonably be expected to have a Material Adverse Effect on the target or the Loan Parties; (i) except to the extent permitted by Section 7.03(e) no Loan Party shall incur or become liable to pay any Indebtedness in connection with the Acquisition; (j) Borrower shall provide Lender with fifteen (15) days prior written notice of any proposed Acquisition, together with any merger, acquisition, purchase, or other similar agreement, and all due diligence materials relating thereto; (k) immediately prior to such Acquisition and after giving effect to any Loans to be made in connection therewith, the sum of: (A) Availability, and (B) cash or cash equivalents located in the United States is at least $20,000,000; provided that, clause and (iiil) for the purposes of calculating Availability under this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all 7.16 no assets of the Person to be acquired or the assets to be acquired shall be included in the Borrowing Base unless such Person’s assetsassets are acceptable to the Lender.

Acquisitions. Enter into No Loan Party nor any agreement, contract, binding commitment or other arrangement providing for Applicable Subsidiary of a transaction which would, if consummated, constitute an Loan Party shall make any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as or reasonably related to one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoBorrower (including without limitation the Poly Business), (iib) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing, and the Borrower shall be in actual and pro-forma compliance with the covenants set forth in Section 5.05 (as evidenced by a Pro Forma Compliance Certificate calculated as of the most recently ended Fiscal Quarter for which the Borrower is then required to have delivered simultaneously quarterly financial statements in accordance with Section 5.01(b) as if such pro forma historical financial statementsAcquisition and all related transactions (including the making of any Advances hereunder in connection therewith and the assumption or incurrence of all Debt related to such Acquisition) had been consummated as of the last day of such Fiscal Quarter), (ivc) the Person acquired Excess Liquidity shall be a wholly-owned Subsidiary, or be merged into at least $15,000,000 on each day from the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after 30th day prior to the consummation of such Acquisition through and including the 30th day after the consummation thereof, as calculated on a pro forma basis as if such Acquisition (including the making of any Advances hereunder in connection therewith) had been consummated on the 30th day prior to the actual consummation thereof, and (d) the aggregate consideration (including all Debt of such Person being acquired that is not discharged by the seller at the time of such Acquisition, the Company all Debt as to which any Loan Party or any applicable Applicable Subsidiary of a Loan Party takes subject, and all other liabilities (including contingent earn-out payments) paid or to be paid in connection with such Acquisition) paid in connection with any single Acquisition shall have complied not exceed $10,000,000 and in connection with all Acquisitions made during any Fiscal Year shall not exceed $20,000,000; provided, that so long as the provisions Borrower maintains Excess Liquidity greater than the Excess Liquidity Requirement on each day from the 30th day prior to the consummation of Section 6.14; provided thatany Acquisition through and including the 30th day after the consummation thereof, as calculated on a pro forma basis as if such Acquisition (including the making of any Advances hereunder in connection therewith) had been consummated on the 30th day prior to the actual consummation thereof, the aggregate consideration paid in connection with such Acquisition shall not count against the $10,000,000 per Acquisition limitation or the annual $20,000,000 limitation in this clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsd).

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) if the aggregate Cost of an Acquisition does not exceed 15% of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000Consolidated Net Worth, (x) no Default would exist immediately after giving effect to such Acquisitions, (yiv) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit H prepared on a historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (ivv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (vvi) after if the consummation Cost of such AcquisitionAcquisition shall exceed 15% of Consolidated Net Worth, the Company or any applicable Subsidiary Required Lenders shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply consent to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an such Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.in their discretion;

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00025,000,000, (w) the Required Lenders shall have consented to such Acquisition, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoa Permitted Business, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00025,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end(B) a certificate in the form of Exhibit D prepared on a historical pro forma basis as of the date of the Audited Financial Statements or, and if later, as of the most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after b), giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (viv) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred in any fiscal year (on a noncumulative basis, with the effect that amounts not incurred in any fiscal year may not be carried forward to a subsequent period) shall not exceed $100,000,000 in the aggregate unless (in the case of clause (iv)) both immediately before and immediately after such Acquisition (giving pro forma effect to the consummation of such AcquisitionAcquisition as if such Acquisition occurred on the first day of the four fiscal quarters most recently ended, and giving pro forma effect to the incurrence, repayment, prepayment, redemption or defeasance of any Indebtedness in connection therewith) either (Y) the Consolidated Leverage Ratio is less than 3.75 to 1.00 or (Z) the sum of (1) the Company's Unencumbered Cash and Cash Equivalents, plus (2) the aggregate amounts available to the Company under Permitted Securitization Facilities with regard to which the Company has the present ability to satisfy all conditions precedent to its ability to obtain such amounts immediately thereunder, plus (3) so long as the Company has the present ability to satisfy all conditions precedent set forth in Section 4.02, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which wouldamount, if consummatedany, constitute an Acquisition of a Person with respect to by which real property constitutes all or substantially all of the such Person’s assetsAggregate Commitments exceed the Total Outstandings, exceeds $450,000,000.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an AcquisitionAcquisition Agreement, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, unless either (eacha) the aggregate amount of the Costs of Acquisition and Earnout Payments with respect to such Acquisition does not exceed $5,000,000, an “Acquisition Arrangement”or (b) unless each of the following conditions is satisfied: (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition (other than in the case of an Acquisition pursuant to a Holder Purchase Grant) and has Permitted Acquisition EBITDA for the material most recently ended twelve-month period of not less than $1, (ii) the line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, (iii) the operations of the Person to be (or substantially related whose assets are to be) acquired are primarily in the United States or incidental theretoits territories, (iiiv) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) and the Company shall have furnished to the Administrative Agent a Compliance Certificate prepared on an historical pro forma historical financial statements basis as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect date for which financial statements have been furnished pursuant to such Acquisition and all other Acquisitions consummated since such fiscal year end, and Section 4.01 or Section 6.01(a) or (zb) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default would exist immediately after giving effect thereto, (ivv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned SubsidiaryBorrower, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned SubsidiarySubsidiary or a Borrower), and (vvi) after the consummation of giving effect to such Acquisition, the aggregate Costs of Acquisition and Earnout Payments incurred in any fiscal year of the Company or any applicable Subsidiary shall have complied (on a noncumulative basis, with the provisions of Section 6.14; provided that, clause (iiieffect that amounts not incurred in any fiscal year may not be carried forward to a subsequent period) of this Section 7.12 shall not apply to any agreementexceed $200,000,000, contract, binding commitment or other arrangement providing for a transaction of which would, if consummated, constitute not more than $20,000,000 shall be in connection with an Acquisition of a Person with respect to which real property constitutes all (or substantially all the assets of a Person) whose operations are primarily in a territory of the United States, and (vii) after giving effect to such Person’s assetsAcquisition, the aggregate Costs of Acquisition and Earnout Payments incurred since the Closing Date in connection with Acquisitions of Persons (or the assets of Persons) whose operations are primarily in one or more territories of the United States shall not exceed $50,000,000.

Acquisitions. Enter None of the Borrowers will, nor will permit any of its Subsidiaries to, enter into any agreement, contract, binding commitment stock or asset acquisitions (other arrangement providing for a transaction which would, if consummated, constitute an Acquisitionthan the acquisition of assets in the ordinary course of such Person's business, or take become or agree to become a general or limited partner, joint venturer or member in any action to solicit partnership, joint venture or limited liability company, as the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless case may be; other than Acquisitions which satisfy the following criteria: (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) such Acquisition shall be in (x) substantially the Person same or a similar type of business as BGI and its Subsidiaries or (y) any other business not included in clause (x) above (an "unrelated business"); provided that (1) BGI and its Subsidiaries shall not, without the written consent of the Required Lenders, be permitted to be make any Acquisition in an unrelated business with respect to which (or whose a) the total assets are to be(determined in accordance with GAAP) acquired does not oppose in connection therewith constitute more than 10% of Consolidated Tangible Net Worth determined at the end of the most-recently ended Fiscal Quarter or (b) the net income attributable the stock or assets acquired in such Acquisition and (determined in accordance with GAAP) for any rolling four Fiscal Quarter period exceeds 10% of Consolidated Net Income for such four Fiscal Quarters, (2) the material line Administrative Agent may determine, in its reasonable discretion, whether any such Acquisition relates to substantially the same or lines a similar type of business as BGI and its Subsidiaries or to an unrelated business, and (3) if the assets or the business subject to any such Acquisition is in an unrelated business, the Administrative Agent shall be entitled to conduct all due diligence on, and to collect any information relating to, such assets as the Administrative Agent may reasonably require prior to including any such assets in the Aggregate Borrowing Base and/or the Domestic Borrowing Base, as applicable, (iii) the Board of Directors and (if required by applicable law) the shareholders of any Person to be acquired are substantially has approved the same as one or more line or lines terms of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoAcquisition, (iiiv) no Default BGI delivers to the Lenders on or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior before the date on which it or any of its Subsidiaries agrees to or consummates such Acquisition a certificate of the principal financial or accounting officer of the Borrowers certifying as accurate and complete the monthly pro forma financial projections attached thereto and demonstrating immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default the Excess Availability Ratio would exist immediately after giving effect to such Acquisitions, not be less than 10% and (y) the Company shall have furnished Excess Availability Ratio would not be less than 10% as determined on a pro forma basis over the six month period immediately following the effective date of such Acquisition, in form and substance satisfactory to the Administrative Agent pro forma historical Agent, based on reasonable projections of the financial statements performance of the Borrowers, (v) the Borrowers are in compliance, both before and after giving effect thereto, with Section 8.14, and (vi) with respect to any Acquisition for which the consideration paid by BGI or its Subsidiaries exceeds $25,000,000, BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the end date of such Acquisition as to the solvency of the most recently completed fiscal year of the Company Borrowers and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its their Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after following the consummation of such Acquisition, Acquisition and in form and substance satisfactory to the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsAdministrative Agent.

Acquisitions. Enter into In the event that the Borrower or any agreementof its Subsidiaries proposes to consummate an Acquisition which complies with the provisions of clause (i), contract(ii) and (iii) of the definition of Permitted Acquisitions, binding commitment or other arrangement providing and the aggregate consideration for a transaction which would, if consummated, constitute an such Acquisition, or take including the principal amount of any action to solicit assumed Indebtedness, exceeds $50,000,000, Borrower shall give the tender Administrative Agent notice of securities or proxies in respect thereof in order to effect any such proposed Acquisition, and the Administrative Agent shall promptly deliver a copy thereof to each Lender. Such notice (each, an “Acquisition Arrangement”A) unless (i) shall set forth the Person to be (or whose assets are to be) acquired does not oppose material terms of such Acquisition and the material line date on which the Borrower or lines its Subsidiary proposes to consummate such Acquisition (which shall be not less than 15 Business Days nor more than 90 days after the date of business such notice), (B) shall be accompanied by audited financial statements for the acquired businesses for the most recent fiscal year, unless the same are unavailable and, in which event unaudited financial statements shall be acceptable to the Required Lenders, (C) shall be accompanied by a certificate of an Authorized Officer demonstrating, in reasonable detail, compliance with the covenants contained in sections 9.7 and 9.8 on a Pro Forma Basis and (D) shall offer each such Lender the opportunity to consent to such Acquisition. Each such Lender shall, by notice to the Borrower and the Administrative Agent given not more than 15 Business Days after the date of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its SubsidiariesAdministrative Agent’s notice, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect consent to such Acquisition and, (iiieach such Lender so agreeing being a “Consenting Lender”) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect decline to consent to such Acquisition, whether or each Lender so declining being a “Non-Consenting Lender). Any such Lender that does not occurring or expected to occur in the same fiscal year) is in excess deliver such a notice within such period of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries 15 Business Days shall be in Pro Forma Compliance after giving effect deemed to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after Consenting Lender. Upon the consummation of such Acquisition, the Company or any applicable Subsidiary Borrower shall pay to the Consenting Lenders a consent fee to compensate the Consenting Lenders for their costs incurred in connection with the assessment of the contemplated Acquisition, which fee shall be a reasonable amount determined by the Borrower and the Administrative Agent. In the event that, on the 15th Business Day after the Administrative Agent shall have complied delivered the notice to the Lenders pursuant to this paragraph, the Consenting Lenders do not hold sufficient Revolving Loans and Unutilized Revolving Commitments so as to constitute the Required Lenders, then the Borrower may, at the Borrower’s sole expense and effort, upon notice to the Non-Consenting Lenders and the Administrative Agent, require one or more of the Non-Consenting Lenders to assign and delegate, without recourse (in accordance with and subject to the provisions restrictions contained in, and consents required by, section 12.4), all of Section 6.14its interests, rights and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided thatthat (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in section 12.4; (b) such Non-Consenting Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in Letter of Credit Outstandings, clause accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (iiiincluding any amounts under section 2.10) from the assignee or the Borrower, and (c) such assignment does not conflict with applicable law. Upon receipt of the consent of the Required Lenders to such Acquisition, such Acquisition shall constitute a Permitted Acquisition for all purposes of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsAgreement.

Acquisitions. Enter into any agreement, contract, binding ------------ commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred exist and be continuing either immediately prior to or and immediately after giving effect to such Acquisition and, (iii) and if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00010,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit J prepared on a historical pro forma basis giving effect to such --------- Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-wholly owned Restricted Subsidiary, or be merged into the Company Borrower or a wholly-wholly owned Restricted Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-wholly owned Restricted Subsidiary), and (viv) after the consummation of giving effect to such Acquisition, the Company or any applicable Subsidiary shall have complied aggregate Costs of Acquisition incurred since the Closing Date, together with the provisions aggregate amount of all other loans, advances and Investments described in Section 6.14------- 10.6(l) do not exceed the amount permitted under such Section 10.6(l); provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.------- ---------------

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Consummate any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoa Permitted Business, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000100,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as a certificate in the form of the end Exhibit L stating that no Default or Event of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and Default (zincluding any Default under Section 7.10(b)) the Company and its Subsidiaries shall be in Pro Forma Compliance would exist immediately after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementsthereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into a Subsidiary or the Company or a wholly-owned Subsidiary(as permitted by Section 7.04), immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be a Subsidiary or the Company or a wholly-owned SubsidiaryCompany), and (viv) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred in any fiscal year (on a noncumulative basis, with the effect that amounts not incurred in any fiscal year may not be carried forward to a subsequent period) shall not exceed $100,000,000 in the aggregate unless (in the case of clause (iii)) both immediately before and immediately after such Acquisition (giving pro forma effect to the consummation of such AcquisitionAcquisition as if such Acquisition occurred on the first day of the four fiscal quarters most recently ended, and giving pro forma effect to the incurrence, repayment, prepayment, redemption or defeasance of any Indebtedness in connection therewith) either (Y) the Consolidated Leverage Ratio is less than 3.75 to 1.00 or (Z) the sum of (1) the Company’s Unencumbered Cash and Cash Equivalents, plus (2) the aggregate amounts available to the Company under Permitted Securitization Facilities with regard to which the Company has the present ability to satisfy all conditions precedent to its ability to obtain such amounts immediately thereunder, plus (3) so long as the Company has the present ability to satisfy all conditions precedent set forth in Section 4.02, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which wouldamount, if consummatedany, constitute an Acquisition of a Person with respect to by which real property constitutes all or substantially all of the such Person’s assetsAggregate Commitments exceed the Total Outstandings, exceeds $500,000,000.

Acquisitions. Enter into any agreementNo Company shall effect an Acquisition; provided that a Company may effect an Acquisition with the prior written consent of the Required Lenders or so long as such Acquisition meets all of the following requirements: (a) in the case of a merger, contract, binding commitment amalgamation or other arrangement providing for combination including a transaction which wouldBorrower, if consummatedsuch Borrower shall be the surviving entity (and in all cases, constitute an AcquisitionEpiq shall be a surviving entity); (b) in the case of a merger, amalgamation or take any action to solicit other combination including a Credit Party (other than a Borrower), a Credit Party shall be the tender of securities or proxies in respect thereof in order to effect any Acquisition, surviving entity; (each, an “Acquisition Arrangement”) unless (ic) the Person business to be (or whose assets are acquired shall be reasonably similar to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one Credit Parties or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, a reasonable extension thereof; (iid) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately exist prior to or immediately after giving pro forma effect to such Acquisition; (e) Borrowers shall have provided to Agent and the Lenders, at least ten Business Days prior to such Acquisition and(or, (iii) if the aggregate Cost Consideration paid for such Acquisition is less than Fifteen Million Dollars ($15,000,000), within five Business Days after the completion of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition), whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Epiq showing (i) pro forma compliance with Sections 5.7 and 5.13(g) through (j) hereof, both before and after the proposed Acquisition, (it being understood that, in the calculation of Fixed Charge Coverage Ratio, (A) the EBITDA of the business to be acquired shall be included in Consolidated EBITDA as if the Acquisition had been completed on the first day of the measurement period, (B) Consolidated Interest Expense shall be recalculated as if any debt incurred or assumed as a result of the Acquisition had been in place for the entire measurement period, and (C) aside from the adjustment in subparts (A) and (B) above, the fixed charges of the business to be acquired shall not be included in the calculation of Fixed Charge Coverage Ratio, and (ii) positive EBITDA for the acquired entity during the most recently completed four fiscal year quarters of such entity; (f) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the Company and most recent interim fiscal quarter, if applicable, giving effect selling Persons or the Persons whose equity interests are to such Acquisition and all other Acquisitions consummated since such fiscal year end, and be acquired; (zg) the Company and its Subsidiaries Borrowers shall be in Pro Forma Compliance have Liquidity of no less than Ten Million Dollars ($10,000,000) after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, ; (ivh) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation aggregate amount of (i) cash Consideration (exclusive of the issuance of equity) paid for any such Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiaryrelated series of Acquisitions) would not exceed Eighty Million Dollars ($80,000,000), and (vii) after Consideration paid for any such Acquisition (or related series of Acquisitions) would not exceed One Hundred Twenty-Five Million Dollars ($125,000,000); (i) the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause aggregate cash Consideration (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all exclusive of the such Person’s assetsissuance of equity) paid for all Acquisitions for all Companies, during the Commitment Period, would not exceed One Hundred Thirty Million Dollars ($130,000,000); and (j) the aggregate Consideration paid for all Acquisitions for all Companies, during the Commitment Period, would not exceed Two Hundred Million Dollars ($200,000,000).

Acquisitions. Enter into any agreementNo Company shall effect an Acquisition; provided that a Company may effect an Acquisition so long as such Acquisition meets all of the following requirements: (a) in the case of a merger, contract, binding commitment amalgamation or other arrangement providing for combination including Borrower, Borrower shall be the surviving entity; (b) in the case of a transaction which wouldmerger, if consummatedamalgamation or other combination including a Credit Party (other than Borrower), constitute an Acquisition, or take any action to solicit a Credit Party shall be the tender of securities or proxies in respect thereof in order to effect any Acquisition, surviving entity; (each, an “Acquisition Arrangement”) unless (ic) the Person business to be (or whose assets are acquired shall be similar to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, after giving pro forma effect to such Acquisition; (iie) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately exist prior to or immediately or, after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced thereafter shall begin to exist; (f) if the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the Borrowing Base, Agent shall have conducted a field examination and appraisal of such Accounts and Inventory to its reasonable satisfaction; (g) Borrower shall have provided to Agent and the Lenders, at least ten days prior to such Acquisition, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a Pro Forma Compliance Certificate delivered simultaneously with such certificate of a Financial Officer showing pro forma historical financial statementscompliance with Section 5.7 hereof, both before and after giving effect to the proposed Acquisition; (h) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (i) the target entity or business to be acquired shall not be a distressed company or have negative EBITDA (a "Distressed Target"), as determined by Agent in its reasonable credit judgment; provided that, (ivi) if Borrower can demonstrate to Agent, to Agent's reasonable satisfaction, that, after giving pro forma effect to the Person acquired shall Acquisition of a Distressed Target (a "Distressed Acquisition"), such Distressed Target would have positive EBITDA as a result of identifiable hard cost savings that would be implemented within ninety (90) days after the date of such Distressed Acquisition, then a wholly-owned SubsidiaryCompany may effect such Distressed Acquisition, or be merged into so long as the Company or a wholly-owned Subsidiary, immediately upon consummation aggregate amount of cash Consideration (exclusive of the issuance of equity) (A) paid for any such Distressed Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiaryrelated series of Acquisitions) would not exceed Ten Million Dollars ($10,000,000), and (vB) paid for all such Distressed Acquisitions after the consummation Closing Date would not exceed Twenty Million Dollars ($20,000,000), and (ii) to the extent any cash Consideration for any such Distressed Acquisition is funded with the net cash proceeds of an equity offering by Borrower, the aggregate amount of such net cash proceeds of an equity offering shall be excluded from the calculation of the maximum Dollar amounts set forth in this subpart (i); (j) the aggregate amount of cash Consideration (exclusive of the issuance of equity) (i) paid for any such Acquisition (or related series of Acquisitions), including any Distressed Acquisition, would not exceed Fifty Million Dollars ($50,000,000), and (ii) paid for all such Acquisitions, including Distressed Acquisitions, after the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14Closing Date would not exceed One Hundred Million Dollars ($100,000,000); provided that, clause (iii) to the extent any cash Consideration for any such Acquisition is funded with the net cash proceeds of this Section 7.12 an equity offering by Borrower, the aggregate amount of such net cash proceeds of an equity offering shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all be excluded from the calculation of the such Person’s assets.maximum Dollar amounts set forth in this subpart (j); and

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, Acquisition – whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00050,000,000, (w) the Required Lenders shall have consented to such Acquisition, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Consummate any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) [intentionally omitted]; (iv) if the aggregate Cost of Acquisition of all Acquisitions such Acquisition is greater than $50,000,000, the Company shall have given thirty (including 30) days’ notice to the Administrative 144144 Agent stating the proposed date of such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such and the expected Cost of Acquisition, whether or not occurring or expected to occur in (v) if the same fiscal year) aggregate Cost of Acquisition of such Acquisition is in excess of greater than $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions115,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements, and (ivvi) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation . Nothing in this Section 6.19 shall alter any obligation of such Acquisition, the Company or any applicable Subsidiary shall have complied Subsidiary, to comply with the provisions of Section 6.14; provided that, clause subject to any applicable grace period set forth in Section 6.14. Notwithstanding the delivery of any evidence of Pro Forma Compliance (iiiincluding any Pro Forma Revolving Borrowing Base Certificate or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate), the Revolving Borrowing Base or Used Vehicle Borrowing Base (as applicable) of this Section 7.12 shall not apply change as a result of such Acquisition until such Acquisition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Acquisition occurs or if the date of such Acquisition or the amount of such Cost of Acquisition has changed or is expected to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetschange.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition, together with the Cost of Acquisition of for all other Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in consummated during the same fiscal year) , is in excess of $65,000,00050,000,000, (x) no Default would exist immediately after giving effect the Required Lenders shall have consented to such AcquisitionsAcquisition, and (y) the Company shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, end and (zB) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries most recent date for which financial statements have been furnished pursuant to Section 4.01(a) or Section 6.01(a) or (b) giving ---------------- ---------------- --- effect to such Acquisitions, which certificate shall be in Pro Forma Compliance demonstrate that no Default would exist immediately after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementsAcquisitions, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Acquisition the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.6.12. ------------

Acquisitions. Enter Neither the Borrower nor any Subsidiary of the Borrower shall enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as or related to one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoBorrower, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and no less than ten Business Days prior to the aggregate Cost of date such Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in is effective the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished Borrower provides to the Administrative Agent and Banks pro forma historical financial statements as of confirming the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall Borrower will be in Pro Forma Compliance after giving effect to such Acquisitioncompliance with Sections 5.03, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements5.05, 5.06, 5.08, 5.11, 5.22, 5.25 and 5.38, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Wholly Owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned SubsidiarySubsidiary of the Borrower), and (viv) after the consummation of giving effect to such Acquisition, the Company aggregate Costs of Acquisition paid by the Borrower and all Subsidiaries of the Borrower in cash or cash equivalents in connection with all Acquisitions after the Closing Date shall not exceed $20,000,000 in the aggregate; and (3) the aggregate Costs of Acquisition incurred by the Borrower and all Subsidiaries of the Borrower in connection with all Acquisitions after the Closing Date, shall not exceed $75,000,000 in the aggregate; provided, however, nothing contained in this Section 5.03 shall be construed to permit the Borrower or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsBorrower to issue, assume, create, incur or suffer to exist any Debt except as permitted under Section 5.25.

Acquisitions. Enter The Borrower shall not, nor shall it cause or permit any of the Restricted Subsidiaries to, acquire all or a material portion of the stock, securities or other Property of any nature (other than inventory or supplies purchased in the ordinary course of business of the purchaser) of any Person in any transaction or in any series of related transactions or enter into any agreementsale and leaseback transaction except as permitted by Section 6.9, contractprovided, binding commitment or other arrangement providing for however, that the Borrower and the Restricted Subsidiaries may consummate any such transaction (a transaction which would, if consummated, constitute an “Permitted Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless only if: (i) the Person pro-forma Leverage Ratio of the Borrower, determined on a consolidated basis as of the end of the immediately preceding fiscal quarter but after giving effect to be (or whose assets are to be) acquired the consummation of the acquisition, including any borrowing in connection therewith, as if such transaction occurred during such immediately preceding fiscal quarter, does not oppose exceed (a) 3.00 to 1.00 if such Acquisition immediately preceding fiscal quarter is a fiscal quarter ending September 30, (b) 2.00 to 1.00 if such immediately preceding fiscal quarter is a fiscal quarter ending December 31 or June 30, and the material line or lines of business of the Person (c) 1.75 to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, 1.00 if such immediately preceding fiscal quarter is a fiscal quarter ending March 31 (ii) no Default or Revolving and Floorplan Facility Event of Default shall have hereunder has occurred and is outstanding or would otherwise be continuing either immediately prior to caused by, or immediately would exist after giving effect to to, the consummation of such Acquisition and, acquisition; (iii) the acquiring Person must acquire, in the case of a stock acquisition, at least 80% of the issued and outstanding Capital Stock of the Person being acquired (provided, however, that if the aggregate Cost acquiring Person acquires less than 100% of Acquisition the issued and outstanding Capital Stock of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisitionthe acquired Person, whether or not occurring or expected to occur in the same fiscal year) is in excess owners of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished unacquired shares must be bound by a shareholders agreement reasonably satisfactory to the Administrative Agent pro forma historical financial statements as which shall include, at a minimum, “drag along” rights in respect of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, minority shares); (iv) the Person acquired Borrower and the Restricted Subsidiaries shall be a wholly-owned Subsidiarynot assume any new contingent liabilities which would cause, or be merged into the Company or reasonably likely to cause, a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and Material Adverse Effect; (v) after the consummation business of such Acquisition, the Company acquired entity shall be generally similar to the lines of business of the Borrower and the Guarantors; (vii) any Person directly or any applicable Subsidiary indirectly acquired by the Borrower (and becoming a Material Subsidiary) shall have complied comply with the provisions of Section 6.145.12; provided that, clause (iiivii) the Administrative Agent shall have received a satisfactory certificate (substantially in the form of this Section 7.12 shall not apply to any agreement, contract, binding commitment Exhibit E attached hereto and made part hereof) prepared and signed by the chief financial officer or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition vice president of a Person with respect to which real property constitutes all or substantially all finance of the Borrower showing the cost of acquiring the applicable Person exclusive of amounts attributable to the working capital requirements of such PersonPerson and (after taking into effect the proposed acquisition) pro forma covenant compliance with the financial covenants set forth in Section 7 herein immediately following the applicable acquisition and projected compliance with such covenants for no fewer than the next four (4) succeeding fiscal quarters of the Borrower, setting forth in reasonable detail the calculations used in presenting such costs and projections and with such supporting information as may be reasonably requested by the Administrative Agent; and (viii) the Administrative Agent shall have received a satisfactory officer’s assetscertificate from an Authorized Officer to the effect that the conditions set forth in clauses (i) through (vii) have been satisfied as of the date of the acquisition.

Acquisitions. Enter into The Borrower will not, nor will it permit any agreementof its Subsidiaries to, contract, binding commitment acquire any business or other arrangement providing for a transaction which would, if consummated, constitute an Acquisitionproperty from, or take capital stock of, or be a party to any action acquisition of, any Person, or acquire any option to solicit make any such acquisition, except: (a) purchases of inventory, programming rights and other property to be sold or used in the tender ordinary course of securities business; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate the River City Acquisition or proxies in respect thereof in order to effect any Acquisitionmay exercise the Glencairn Options, (each, an “Acquisition Arrangement”) unless provided that (i) the Person both immediately prior and after giving effect to be (or whose assets are to be) acquired does not oppose such Acquisition or exercise, no Default shall have occurred and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company continuing; and its Subsidiaries, or substantially related or incidental thereto, (ii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by an Initial FCC Order (in the case of the River City Acquisition) or a Final FCC Order (in the case of the exercise of the Glencairn Options) (and, if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of Xxxxxx Xxxxxxx Xxxxxx Leader and Xxxxxxxx L.L.P. (or other counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment) to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary); (f) the Borrower and its Subsidiaries may consummate each Approved Acquisition (other than those covered by clause (e) of this Section) and any Other Acquisition, provided that, if applicable: (i) both immediately prior after giving effect to such Acquisition, no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to (and, in the case of such Acquisition, the Borrower shall be in compliance with the Total Indebtedness Ratio under Section 7.11(d), calculated on a pro forma basis as if such Acquisition andhad been consummated on the first day of the relevant period); (ii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by (A) an Initial FCC Order, (iii) in the case of any such Approved Acquisition or if the aggregate Cost of consideration for any Other Acquisition of and all Other Acquisitions permitted under this clause (including such Acquisitionf) occurring in any fiscal year (together with any other Related Acquisition and consummated after the date hereof which have not been approved by a Final FCC Order is equal to or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur less than $200,000,000 in the same fiscal yearaggregate or (B) is a Final FCC Order, in excess of $65,000,000all other cases (and, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) if the Company Administrative Agent or the Required Lenders shall have furnished so requested, the Administrative Agent shall have received an opinion of Xxxxxx Xxxxxxx Xxxxxx Leader and Xxxxxxxx L.L.P. (or other counsel satisfactory to the Administrative Agent pro forma historical financial statements or the Required Lenders, as of the end of case may be, in its (or their) reasonable judgment) to the most recently completed fiscal year of effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endcase may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary); (ziii) at the Company and time that the Borrower or any of its Subsidiaries shall be in Pro Forma Compliance after giving effect to enters into a definitive purchase agreement for such Acquisition, either: (A) the Borrower has sufficient financing committed to it to enable it or its Subsidiary, as evidenced the case may be, to consummate such Acquisition or (B) if the maximum amount of all termination, break-up and similar fees payable by a Pro Forma Compliance Certificate delivered simultaneously the Borrower or its Subsidiary, as the case may be, by reason of such Acquisition failing to be consummated were included in the calculation of Total Indebtedness, the Borrower would be in compliance with the Total Indebtedness Ratio on such pro forma historical financial statements, date; (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, there shall remain unused Revolving Commitments in an aggregate amount of not less than $25,000,000; (v) immediately after giving effect to such Acquisition, the Company BCF Percentage does not exceed 25%; (vi) if the Aggregate Consideration for such Acquisition is equal to or any applicable Subsidiary greater than $75,000,000, the Borrower shall have complied with furnish to the provisions Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 6.14; provided that, 7.11 or sub-clause (iiiv) of this Section 7.12 clause (f); (vii) if the Aggregate Consideration for such Acquisition is equal to or greater than $75,000,000 or if the portion of the Aggregate Consideration for such Acquisition payable to extend and exercise any option acquired in connection with such Acquisition exceeds 20% of the Aggregate Consideration payable in connection with such Acquisition, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall not apply have delivered to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including, without limitation, Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any agreementrelated management, contractnon-compete, binding commitment employment, option or other arrangement providing for a transaction material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which wouldshall be satisfactory in form and substance to the Administrative Agent; (viii) promptly following request therefor, copies of such information or documents relating to such Acquisition as the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; and (ix) if consummated, constitute an Acquisition of a Person requested by the Administrative Agent with respect to any agreement (A) entered into by any Obligor and any other Person in connection with such Acquisition or (B) to be transferred to any Obligor in connection with such Acquisition, which real agreement is determined by the Administrative Agent to be material and for which a security interest is required to be granted under the Security Documents, the Borrower shall use it reasonable best efforts to cause such Obligor and such other Person to execute and deliver to the Administrative Agent a Consent and Agreement with respect to such agreement; and (g) the acquisition of property constitutes all or substantially all of the such Person’s assetsin connection with any exchanges permitted under Section 7.05.

Acquisitions. Enter into any agreementThe Acquisition Schedule attached hereto sets forth with respect to each of the Acquisitions, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person amount and terms of any additional consideration (including earnout payments, indemnity payments, purchase price adjustment payments or similar payments) which may be paid by the Company or any of its Subsidiaries after the date hereof, (ii) the amount and terms of any Indebtedness (including interest thereon) which may be owed by the Company or any of its Subsidiaries with respect to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines maturity date of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, such Indebtedness (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andthe consummation of the transactions contemplated hereby), (iii) if the aggregate Cost a description of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition potential or Related Proposed Acquisition with respect to such Acquisition, whether actual indemnification claims or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced purchase price adjustments by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied of its Subsidiaries against any seller in connection with any such Acquisition and (iv) a list of any condition to the provisions consummation of Section 6.14; provided that, clause (iii) of this Section 7.12 shall any Acquisition which was either not apply to any agreement, contract, binding commitment satisfied or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes the satisfaction was waived by the Company. Except as disclosed on the Acquisition Schedule, to the Company’s knowledge, no contract or agreement with respect to any Acquisition has been breached by the other party, and the Company does not have any knowledge of any anticipated breach by any other party to any contract or agreement with respect to any Acquisition. The Company and each of its Subsidiaries have performed all the obligations required to be performed by it in connection with any Acquisition and neither the Company nor any Subsidiary is in default under or substantially all in breach of any contract or agreement entered into in connection with any such Acquisition, and no event has occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder. Neither the Company nor any of its Subsidiaries has a present expectation or intention of not fully performing any of its obligations pursuant to any contract or agreement entered into with respect to any Acquisition. Each contract or agreement entered into by the Company or any of its Subsidiaries in connection with any Acquisition is legal, valid, binding, and enforceable against the other parties thereto, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies, and in full force and effect, and except as contemplated hereby, will continue as such following the consummation of the such Persontransactions contemplated hereby. For purposes of this Agreement, “Acquisition” means the acquisition by the Company or any Subsidiary since the Company’s inception of any business (whether by merger, consolidation, purchase of assets, purchase of stock, recapitalization or otherwise).

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are (i) the provision of services primarily in the governmental contracting field, or (ii) substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (iib) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either and the representations and warranties contained in Section 5.06 shall be true and correct, in each case, immediately prior to or and immediately after giving effect to such Acquisition andAcquisition, and (iiic) if the aggregate Cost of Acquisition of all Acquisitions (including is less than $10,000,000; provided that, prior to effecting any such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisitiontransaction, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (i) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zii) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (b) giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (ivd) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower, a Guarantor or a any wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror acquirer shall be the Company Borrower, a Guarantor or a any wholly-owned Subsidiary), and (ve) after the consummation of giving effect to such Acquisition, the Company or aggregate Costs of Acquisition incurred during the fiscal year in which such Acquisition is made shall not exceed $20,000,000, and (f) immediately after giving effect to any applicable Subsidiary such Acquisition the difference between the Aggregate Commitments and the Total Outstandings shall have complied not be less than $5,000,000. Each Acquisition complying with the provisions of Section 6.14; provided that, clause (iii) terms of this Section 7.12 shall not apply 7.07, or otherwise consented to any agreement, contract, binding commitment or other arrangement providing for by the Required Lenders in writing is referred to herein as a transaction which would, if consummated, constitute “Permitted Acquisition.” The parties acknowledge that the Borrower may from time to time seek the consent of the Required Lenders to an Acquisition that does not conform to the requirements of a Person with respect this Section 7.07, provided that the Required Lenders shall have no obligation to which real property constitutes all or substantially all of the give such Person’s assetsconsent.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000150,000,000 or if after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred in any Fiscal Year (xon a non-cumulative basis, with the effect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period and determined by the date of incurrence of any Cost of Acquisition and not by the date of the effectiveness of such Acquisition) shall exceed $250,000,000, the Borrower shall have furnished to the Administrative Agent a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to this Agreement giving effect to such Acquisition, which certificate shall demonstrate that no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endthereto, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary (other than a Restricted Subsidiary), immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary (other than a Restricted Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets).

Acquisitions. Enter into In the event the Borrower should desire to use the proceeds of any agreementcredit to be made available under the Facility, contractin whole or in part, binding commitment to satisfy the purchase price or cost of acquiring (by way of purchase, assignment, capital contribution, investment, transfer, lease or otherwise) (each a “Purchase Money Acquisition”) any property, security, equipment, business, entity, interest, intellectual property right, real estate, claim or any other arrangement providing for a transaction which wouldasset of any other kind or nature, if consummatedwhether tangible or intangible, constitute an Acquisition, real or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, personal (each, an “Acquisition ArrangementAcquired Asset”) unless ), the Borrower shall (i) give the Person Bank written notice of such Purchase Money Acquisition not more than forty five (45) days’ and not less than twenty (20) days’ prior to be the proposed date of such Purchase Money Acquisition (or whose assets are to be) acquired does not oppose such the “Purchase Money Acquisition Closing Date”), which notice shall include a description in reasonable detail of the terms of the Purchase Money Acquisition and the material line or lines of business Acquired Asset, the date of the Person Purchase Money Acquisition Closing Date and a copy of all term sheets, commitment letters and definitive documentation relating thereto (in the event any such documents are not available on the date of such notice, the Borrower shall furnish the Bank with a copy thereof as soon as it becomes available to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoBorrower), (ii) execute and deliver to the Bank, no Default or Revolving later than the Business Day immediately preceding the Purchase Money Acquisition Closing Date, such security agreements, pledge agreements, mortgages, deeds of trust, consents, approvals and Floorplan Facility Default such other agreements, documents and instruments as the Bank shall have occurred request and as may be continuing either immediately prior to or immediately after giving effect to such Acquisition andnecessary and customary for the Bank in order that the Bank be granted a perfected, first priority security interest in the Acquired Asset and (iii) if cooperate with the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect Bank to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving give full effect to such Acquisitions, the provisions of the foregoing clause (yii) (it being agreed that the Company Bank shall have furnished no obligation to extend any credit to the Administrative Agent pro forma historical financial statements as Borrower for the purpose of the end of Borrower consummating a Purchase Money Acquisition unless the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be Borrower complies in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied full with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets7.9).

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrowers and its their Subsidiaries, or substantially related or incidental thereto, (iib) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andand prior to effecting any such transaction, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrowers shall have furnished to the Administrative Agent (i) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zii) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after most recent date for which financial statements have been furnished pursuant to Section 4.01(a) or Section 6.01(a) or (b) giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (ivc) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company a Borrower or a any wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror acquirer shall be the Company any Borrower or a any wholly-owned Subsidiary), and (vd) after the consummation of giving effect to such Acquisition, the Company or any applicable Subsidiary aggregate Costs of Acquisition incurred during the fiscal year in which such Acquisition is made shall have complied not exceed $25,000,000 (not more than $7,500,000 of which shall be in cash).” (j) The existing Exhibit B-1 to the Credit Agreement is replaced with the provisions of Section 6.14; provided that, clause Exhibit B-1 attached hereto. (iiik) of this Section 7.12 shall not apply The existing Exhibit C to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person the Credit Agreement is replaced with respect to which real property constitutes all or substantially all of the such Person’s assetsExhibit C attached hereto.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Consummate any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) [intentionally omitted]; (iv) if the aggregate Cost of Acquisition of all Acquisitions such Acquisition is greater than $25,000,000, the Company shall have given thirty (including 30) day notice to the Administrative Agent stating the proposed date of such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such and the expected Cost of Acquisition, whether or not occurring or expected to occur in (v) if the same fiscal year) aggregate Cost of Acquisition of such Acquisition is in excess of greater than $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions75,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (ivvi) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company 136 or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (vvii) if, after the consummation of such Acquisition, the Person acquired is a Restricted Subsidiary, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that. Notwithstanding the delivery of any evidence of Pro Forma Compliance (including any Pro Forma Revolving Borrowing Base Certificate or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate), clause the Revolving Borrowing Base or Used Vehicle Borrowing Base (iiias applicable) of this Section 7.12 shall not apply change as a result of such Acquisition until such Acquisition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Acquisition occurs or if the date of such Acquisition or the amount of such Cost of Acquisition has changed or is expected to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetschange.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit Other than the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Mid-Central Acquisition and the material line SMP Acquisition, the Borrower will not, and will not permit any of its Subsidiaries to, make or lines commit to make any Acquisitions; provided, however, that the Borrower and its Wholly Owned Subsidiaries may make Acquisitions of assets located primarily in the United States used or useful in a business similar or related to the business of the Person to be acquired Borrower, such Borrower or such Subsidiary (or Acquisitions of the capital stock of a corporation engaged primarily in such a business if (a) the corporation's primary operations are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, United States and (zb) the Company and its Subsidiaries shall be in Pro Forma Compliance immediately after giving effect to such Acquisition, as evidenced by the corporation so acquired becomes a Pro Forma Compliance Certificate Subsidiary) if and only if: (i) the Borrower has, prior to committing to the acquisition, notified the Lenders thereof and demonstrated to the satisfaction of the Lenders that no Default or Event of Default shall occur or be continuing at the time of or after giving effect to the Acquisition in question, (ii) the board of directors or other governing body of such Person whose Property, or voting stock or other interests in which, are being so acquired has approved the terms of such Acquisition, (iii) the Borrower shall have delivered simultaneously with to the Lenders an updated Schedule 6.2 to reflect any new Subsidiary resulting from such pro forma historical financial statementsAcquisition, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into aggregate amount expended by the Company or a wholly-owned Subsidiary, immediately upon consummation of the Borrower and its Subsidiaries as consideration for such Acquisition (and in any event (1) including as such consideration, any Indebtedness assumed or if assets are being acquired, the acquiror shall be the Company or incurred as a wholly-owned Subsidiary)result of such Acquisition, and (2) excluding as such consideration, any equity securities issued by the Borrower as consideration for such Acquisition), when taken together with the aggregate amount expended as consideration (including Indebtedness and excluding equity securities as aforesaid) for all other Acquisitions permitted under this Section 8.17 (other than the Mid-Central Acquisition, the SMP Acquisition and other Acquisitions consummated prior to the date hereof) during the then twelve most recently completed calendar months does not exceed $5,000,000, (v) the Borrower has informed the Lenders of such Acquisition at least twenty (20) Business Days in advance of its closing and promptly informed the Lenders of any terms and conditions applicable to the Acquisition which the Borrower in good faith believe are material, (vi) the Borrower can demonstrate on a pro forma basis after giving effect to such Acquisition that (x) the consummation Cash Flow Leverage Ratio (such pro forma calculation of the Cash Flow Leverage Ratio to be made on the basis of the information contained in the then most recent Compliance Certificate required to be submitted to each Lender with the following adjustments: (i) Total Funded Debt shall include all indebtedness incurred directly or indirectly to finance such Acquisition and (ii) EBITDA shall be computed as if such Acquisition had occurred at the commencement of the four-quarter period with reference to which the Cash Flow Leverage Ratio is being calculated) is less than 3.0 to 1.0 and (y) the Borrower will continue to comply through the term of this Agreement with Sections 8.6, 8.7, 8.9 and 8.10 of this Agreement (the Borrower to be liable to reimburse the Agent and Lenders for their reasonable out-of-pocket costs of conducting due diligence to verify such demonstration), (vii) at least twenty (20) Business Days in advance of the closing of such Acquisition, the Company Borrower has provided to the Lenders such financial and other information regarding the Person whose Property or capital stock is being so acquired, including financial statements, and a description of such Person, as the Agent or any applicable Subsidiary shall have complied Lender may reasonably request and (viii) after giving effect to such Acquisition, the Revolving Loans and L/C Obligations are at least $5,000,000 below the Revolving Credit Commitments then in effect. Capital Expenditures for Property in compliance with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 8.10 hereof shall not apply be considered Acquisitions subject to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsthis Section.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as or complementary or related to one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of S-84 91 $65,000,0001,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit H prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 8.6(a) or Section 9.1(a) or (b) giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Domestic Subsidiary, or be merged into the Company Borrower or a wholly-owned Domestic Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), (iv) if the Cost of Acquisition shall exceed $5,000,000, the Required Lenders shall consent to such Acquisition in their discretion, and (v) after the consummation of giving effect to such Acquisition, the Company or aggregate Costs of Acquisition incurred in any applicable Subsidiary shall have complied Fiscal Year (on a noncumulative basis, with the provisions of Section 6.14; provided that, clause (iiieffect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsexceed $10,000,000.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, Acquisition — whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00050,000,000 or if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring after the Closing Date is in excess of $175,000,000, (w) the Required Lenders shall have consented to such Acquisition, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate and a Pro Forma Revolving Borrowing Base Certificate, in each case delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into No Loan Party nor any agreement, contract, binding commitment or other arrangement providing for Subsidiary of a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Loan Party shall make any Acquisition, (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as or reasonably related to one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoBorrower (including without limitation the Poly Business), (iib) no Default the board of directors (or Revolving and Floorplan Facility Default other comparable governing body) of such other Person shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to duly approved such Acquisition, whether or not occurring or expected to occur in the same fiscal year(c) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing, and the Borrower shall be in actual and pro-forma compliance with the covenants set forth in Section 6.05 (as evidenced by a Pro Forma Compliance Certificate calculated as of the most recently ended Fiscal Quarter for which the Borrower is then required to have delivered simultaneously quarterly financial statements in accordance with Section 6.01(a) or (b) as if such pro forma historical financial statementsAcquisition and all related transactions (including the making of any Credit Extensions hereunder in connection therewith and the assumption or incurrence of all Debt related to such Acquisition) had been consummated as of the last day of such Fiscal Quarter), (ivd) the Person acquired Excess Liquidity shall be a wholly-owned Subsidiary, or be merged into at least $15,000,000 on each day from the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after 30th day prior to the consummation of such Acquisition through and including the 30th day after the consummation thereof, as calculated on a pro forma basis as if such Acquisition (including the making of any Credit Extensions hereunder in connection therewith) had been consummated on the 30th day prior to the actual consummation thereof, and (e) the aggregate consideration (including all Debt of such Person being acquired that is not discharged by the seller at the time of such Acquisition, the Company all Debt as to which any Loan Party or any applicable Subsidiary of a Loan Party takes subject, and all other liabilities (including contingent earn-out payments) paid or to be paid in connection with such Acquisition) paid in connection with any single Acquisition shall have complied not exceed $10,000,000 and in connection with all Acquisitions made during any Fiscal Year shall not exceed $20,000,000; provided, that so long as the provisions Borrower maintains Excess Liquidity greater than the Excess Liquidity Requirement on each day from the 30th day prior to the consummation of Section 6.14; provided thatany Acquisition through and including the 30th day after the consummation thereof, as calculated on a pro forma basis as if such Acquisition (including the making of any Credit Extensions hereunder in connection therewith) had been consummated on the 30th day prior to the actual consummation thereof, the aggregate consideration paid in connection with such Acquisition shall not count against the $10,000,000 per Acquisition limitation or the annual $20,000,000 limitation in this clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetse).

Acquisitions. Enter The Company shall not, and shall not suffer or permit any Subsidiary to, consummate any Acquisition or enter into any agreement, contract, binding commitment or other arrangement providing agreement for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, other than the following (each"Permitted Acquisitions"): (a) Any Acquisition which is funded by the issuance of additional equity by the Company or Permitted Subordinated Indebtedness and does not require the assumption of any Contingent Obligations which exceed $100,000 in the aggregate unless such Contingent Obligations can be quantified and included in the total consideration for such Acquisition, an “provided that at the time of -------- such Acquisition, no Default shall exist or shall result from such Acquisition; (b) Any Acquisition Arrangement”) unless not covered by subsection 8.04(a), provided that -------- (i) at the Person time of such Acquisition, no Default shall exist or shall result from such Acquisition, and (ii) the total consideration for such Acquisitions, including the cash paid, the current market value of any equity issued and any Indebtedness or Contingent Obligations assumed, does not exceed $2,500,000 in the aggregate in any fiscal year; and (c) Any Acquisition consummated at any time after May 31, 1999, in which the aggregate total consideration for all such Acquisitions, including the cash paid, the current market value of any equity issued and any Indebtedness or Contingent Obligations assumed, does not exceed 100% of the Excess Cash Flow generated in the prior fiscal years commencing with the fiscal year ending January 31, 1999, which is not required to be applied to Mandatory Prepayments or applied to optional prepayments under Section 2.06, provided that at the time -------- of Acquisition, (i) no Default shall exist or whose assets are to be) acquired does not oppose shall result from such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior the Total Indebtedness to or immediately after giving effect to such Acquisition andEBITDA Ratio does not exceed 2.00:1.00, (iii) if calculated on the aggregate Cost of Acquisition basis of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess Indebtedness of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be outstanding at the time of such Acquisition (including any Indebtedness assumed in Pro Forma Compliance after giving effect to the Acquisition) and the EBITDA of the Company and its Subsidiaries for the four fiscal quarters immediately preceding such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into No Loan Party or any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an of its Subsidiaries shall make any Acquisition, or take any action to solicit the tender of securities Equity Interests or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (ia) the board of directors or comparable governing body of the Person to be (or whose assets are to be) acquired does not oppose has approved such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as or reasonably related to one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoBorrowers, (iib) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing exist either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company and Borrowers shall have furnished to the Administrative Agent Credit Parties sufficient information for Credit Parties to determine that no Default or Event of Default would, on a pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarterbasis, if applicable, be likely to occur after giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endthereto, and (ziii) the Company Borrowers’ liquidity (including Cash, Cash Equivalents and its Subsidiaries Availability) shall be in Pro Forma Compliance equal to or greater than $5,000,000 immediately prior to and immediately after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (ivc) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company a Loan Party or a wholly-owned Wholly Owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror acquirer shall be the Company a Loan Party or a wholly-owned SubsidiarySubsidiary of a Loan Party), (d) except in the case of investments per Section 6.05, the Person acquired shall become a party to, and (v) agree to be bound by the terms of, this Agreement and the other Loan Documents as a “Borrower” hereunder pursuant to a Joinder Agreement, in the form attached hereto as Exhibit F and otherwise satisfactory to Agent in all respects and executed and delivered to Agent within 10 Business Days after the consummation of day on which such Acquisition, the Company Acquisition or any applicable Subsidiary a Borrower shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or acquire substantially all of the assets subject to such Person’s assetsAcquisitions, and (e) such Acquisition is consummated on a non-hostile basis. Notwithstanding anything in this Section 6.02 to the contrary, Borrowers are permitted to enter into agreements governing such Acquisitions (but not consummate such Acquisitions) without any notice to Agent.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) if the aggregate Cost of an Acquisition does not exceed 25% of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000Consolidated Net Worth, (x) no Default would exist immediately after giving effect to such Acquisitions, (yiv) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit H prepared on a historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (ivv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (vvi) after if the consummation Cost of such AcquisitionAcquisition shall exceed 25% of Consolidated Net Worth, the Company or any applicable Subsidiary Required Lenders shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply consent to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an such Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.in their discretion;

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an AcquisitionAcquisition Agreement, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition (other than in the case of an Acquisition pursuant to a Holder Purchase Grant) and has Permitted Acquisition EBITDA for the material most recently ended twelve-month period of not less than $1, (ii) the line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, (iii) the operations of the Person to be (or substantially related whose assets are to be) acquired are primarily in the United States or incidental theretoits territories, (iiiv) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) and the Company shall have furnished to the Administrative Agent a Compliance Certificate prepared on an historical pro forma historical financial statements basis as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect date for which financial statements have been furnished pursuant to such Acquisition and all other Acquisitions consummated since such fiscal year end, and SECTION 4.01 or SECTION 6.01(A) or (zB) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default would exist immediately after giving effect thereto, (ivv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned SubsidiaryBorrower, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned SubsidiaryBorrower), and (vvi) after the consummation of giving effect to such Acquisition, the aggregate Costs of Acquisition and Earnout Payments incurred in any fiscal year of the Company or any applicable Subsidiary shall have complied (on a noncumulative basis, with the provisions of Section 6.14; provided that, clause (iiieffect that amounts not incurred in any fiscal year may not be carried forward to a subsequent period) of this Section 7.12 shall not apply to any agreementexceed $75,000,000, contract, binding commitment or other arrangement providing for a transaction of which would, if consummated, constitute not more than $20,000,000 shall be in connection with an Acquisition of a Person (or the assets of a Person) whose operations are primarily in a territory of the United States, (vii) after giving effect to such Acquisition, the aggregate Costs of Acquisition and Earnout Payments incurred since the Closing Date in connection with Acquisitions of Persons (or the assets of Persons) whose operations are primarily in one or more territories of the United States shall not exceed $50,000,000, and (viii) SECTION 6.12 is satisfied with respect to which real property constitutes all any Person that is or becomes a Material Subsidiary as a result of such Acquisition and any related transactions substantially all simultaneously with the consummation of such Acquisition (without regard to the time limits provided in such Person’s assetsSECTION 6.12).

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoconstitute Core Businesses, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00025,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endAcquisition, and (zB) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after date of the June 30, 2005 interim financial statements or, if later, as of the most recent date for which financial statements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, as evidenced by a Pro Forma which Compliance Certificate delivered simultaneously with such pro forma historical financial statementsshall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Restricted Subsidiary, or be merged with or into the Company or a wholly-owned Restricted Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Restricted Subsidiary), and (viv) after the upon consummation of such Acquisition, the Company or any applicable Acquisition each Non-Xxxxxxx Subsidiary shall have complied with the provisions of Section 6.147.12, including with respect to any new assets (including real property or mineral rights) acquired, (v) if the Cost of Acquisition shall exceed an amount equal to fifty percent (50%) of the Aggregate Acquisition Limit (defined below) in effect as of the date of such Acquisition, the Required Lenders shall consent to such Acquisition in their discretion, and (vi) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred since the Closing Date shall not exceed the Aggregate Acquisition Limit then in effect; provided that, clause (iii) of this Section 7.12 shall not apply to any that an agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition that would not otherwise satisfy the provisions of a Person this Section 8.13 at such time may be entered into so long as an express condition to the consummation thereof is the full compliance with respect to which real property constitutes all or substantially all of this Agreement and the such Person’s assetsother Loan Documents.

Acquisitions. Enter into Borrower will not make any agreementAcquisitions, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless unless: (i) Borrower is the Person surviving entity (if a party to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, transaction), (ii) the assets so acquired will not be subject to any Lien following the effective date of such combination, except for Liens that are otherwise permitted pursuant to Section 5.1, (iii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to shall result therefrom, (iv) the property acquired (or the property of the person acquired) in such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition is used or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur useful in the same fiscal year) is in excess same, similar, complementary or a related line of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements business as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (v) unless the consideration for such Acquisition is comprised solely of Borrower’s common stock, the board of directors (or other comparable governing body) of the person being acquired, merged or consolidated shall be in Pro Forma Compliance have duly approved such acquisition, merger or consolidation, (vi) Borrower shall have delivered financial statements and other information relating to the person being acquired as Bank may reasonably request, (vii) immediately prior to, and after giving pro forma effect to such Acquisition, Borrower is and remains in compliance on an actual and Pro Forma Basis with the financial covenants in Sections 4.6, 4.7 and 4.8 hereof, and (viii) with respect to any single Acquisition (or series or related Acquisitions) in which the Total Consideration is greater than or equal to Twenty-Five Million Dollars ($25,000,000), Borrower shall have provided to Bank, not later than two (2) Business Days prior to the earlier of the date of public announcement of such Acquisition, or the closing of such Acquisition: (A) written notice of such its intent to consummate such Acquisition, including (x) the Total Consideration paid or payable for such Acquisition, and (y) a summary as evidenced by to the material terms and conditions of such Acquisition, and (B) a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementsrespect thereto, (iv) which shall include, in addition to the Person acquired requirements set forth in the definition of Pro Forma Compliance Certificate, a certification that no Event of Default shall have occurred and be a wholly-owned Subsidiary, continuing or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of would result from such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute any Acquisition (other than an AcquisitionAcquisition of an Eligible Property), or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any AcquisitionAcquisition (other than an Acquisition of an Eligible Property), (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person or assets to be acquired are substantially the same as one or more line or lines of business conducted by the Company CPV and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company CPV and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) the Company and its Subsidiaries shall be in Pro Forma a proforma Compliance after Certificate prepared on a historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into CPV, the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be either CPV, the Company Borrower or a wholly-owned Subsidiary), and (viv) after the consummation of Majority Lenders shall consent to such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to Acquisition in their discretion. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition of Additions or Enhancements unless there is a Person with respect to commensurate increase in the base rental payments due under the related Security Lease for the Qualifying Property for which real property constitutes all such Additions or substantially all of the such Person’s assetsEnhancements are made.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrowers and its Subsidiaries, or substantially related related, incidental or incidental complementary thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000100,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company B&N shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company B&N and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after most recent date for which financial statements have been furnished pursuant to Section 4.01(a) or Section 6.01(a) or (b) giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a whollymajority-owned Subsidiary, or be merged into the Company B&N or a whollymajority-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company B&N or a whollymajority-owned Subsidiary), and (viv) after the consummation of such Acquisition, the Company Acquisition each Subsidiary that is a Domestic Subsidiary or any applicable Foreign Subsidiary (to the extent applicable) shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets6.12.

Acquisitions. Enter into The Parent and each Borrower will not, and will not permit any agreementof their respective Subsidiaries to, contractmake or commit to make any Acquisitions; provided, binding commitment however, that the Parent, any Borrower and their respective Wholly Owned Subsidiaries may make Acquisitions of assets located primarily in the United States used or other arrangement providing for useful in a transaction which would, if consummated, constitute an Acquisition, business similar or take any action related to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired Parent, such Borrower or such Subsidiary (or Acquisitions of the capital stock of a corporation engaged primarily in such a business if (a) the corporation's primary operations are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, United States and (zb) the Company and its Subsidiaries shall be in Pro Forma Compliance immediately after giving effect to such Acquisition, as evidenced by the corporation so acquired becomes a Pro Forma Compliance Certificate Subsidiary) if and only if: (i) the Parent or any Borrower has, prior to committing to the acquisition, notified the Lenders thereof and demonstrated to the satisfaction of the Lenders that no Default or Event of Default shall occur or be continuing at the time of or after giving effect to the Acquisition in question, (ii) the board of directors or other governing body of such Person whose Property, or voting stock or other interests in which, are being so acquired has approved the terms of such Acquisition, (iii) the Parent shall have delivered simultaneously with to the Lenders an updated Schedule 6.2 to reflect any new Subsidiary resulting from such pro forma historical financial statementsAcquisition, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into aggregate amount expended by the Company or a wholly-owned Subsidiary, immediately upon consummation of the Parent and its Subsidiaries as consideration for such Acquisition (and in any event (1) including as such consideration, any Indebtedness assumed or if assets are being acquired, the acquiror shall be the Company or incurred as a wholly-owned Subsidiary)result of such Acquisition, and (2) excluding as such consideration, any equity securities issued by the Parent as consideration for such Acquisition), when taken together with the aggregate amount expended as consideration (including Indebtedness and excluding equity securities as aforesaid) for all other Acquisitions permitted under this Section 8.18 during the then twelve most recently completed calendar months does not exceed $15,000,000, (v) the Parent or any Borrower has informed the Lenders of such Acquisition at least ten (10) Business Days in advance of its closing and promptly informed the Lenders of any terms and conditions applicable to the Acquisition which the Parent or any Borrower in good faith believe are material, (vi) the Parent can demonstrate on a pro forma basis after giving effect to such Acquisition that (x) the consummation Leverage Ratio (such pro forma calculation of the Leverage Ratio to be made on the basis of the information contained in the then most recent Compliance Certificate required to be submitted to each Lender with the following adjustments: (i) Total Funded Debt shall include all indebtedness incurred directly or indirectly to finance such Acquisition and (ii) EBITDA shall be computed as if such Acquisition had occurred at the commencement of the four-quarter period with reference to which the Leverage Ratio is being calculated) is less than 3.0 to 1.0 and (y) the Parent will continue to comply through the term of this Agreement with Sections 8.6, 8.7, 8.9 and 8.10 of this Agreement (the Borrowers to be liable to reimburse the Agent and Lenders for their reasonable out-of-pocket costs of conducting due diligence to verify such demonstration), (vii) at least ten (10) Business Days in advance of the closing of such Acquisition, the Company Parent or any applicable Subsidiary shall Borrower have complied provided to the Lenders such financial and other information regarding the Person whose Property or capital stock is being so acquired, including financial statements, and a description of such Person, as the Agent or any Lender may reasonably request and (viii) after giving effect to such Acquisition, the Revolving Loans and L/C Obligations are at least $5,000,000 below the Revolving Credit Commitments then in effect. Capital Expenditures for Property in compliance with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 8.10 hereof shall not apply be considered Acquisitions subject to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsthis Section.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Consummate any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) [intentionally omitted]; (iv) if the aggregate Cost of Acquisition of all Acquisitions such Acquisition is greater than $50,000,000, the Company shall have given thirty (including 30) days’ notice to the Administrative Agent stating the proposed date of such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such and the expected Cost of Acquisition, whether or not occurring or expected to occur in (v) if the same fiscal year) aggregate Cost of Acquisition of such Acquisition is in excess of greater than $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions115,000,000, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate, Pro Forma Revolving Borrowing Base Certificate and Pro Forma Used Vehicle Floorplan Borrowing Base Certificate delivered simultaneously with such pro forma historical financial statements, and (ivvi) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation . Nothing in this Section 6.19 shall alter any obligation of such Acquisition, the Company or any applicable Subsidiary shall have complied Subsidiary, to comply with the provisions of Section 6.14; provided that, clause subject to any applicable grace period set forth in Section 6.14. Notwithstanding the delivery of any evidence of Pro Forma Compliance (iiiincluding any Pro Forma Revolving Borrowing Base Certificate or Pro Forma Used Vehicle Floorplan Borrowing Base Certificate), the Revolving Borrowing Base or Used Vehicle Borrowing Base (as applicable) of this Section 7.12 shall not apply change as a result of such Acquisition until such Acquisition actually occurs, and the Company and its Subsidiaries shall promptly notify the Administrative Agent when such Acquisition occurs or if the date of such Acquisition or the amount of such Cost of Acquisition has changed or is expected to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetschange.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, other than the Lehigh Acquisition (eachwhich shall not be subject to the terms of this Section 7.14), an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoa Permitted Business, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00025,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end(B) a certificate in the form of Exhibit D prepared on a historical pro forma basis as of the date of the Audited Financial Statements or, and if later, as of the most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (zb) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (viv) after the consummation of such Acquisition, the Company Acquisition each Subsidiary that is a Domestic Subsidiary or any applicable Direct Foreign Subsidiary shall have complied with the provisions of Section 6.14, including with respect to any new assets acquired, and (v) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred in any fiscal year (on a noncumulative basis, with the effect that amounts not incurred in any fiscal year may not be carried forward to a subsequent period), together with the aggregate amount of cash payments during such fiscal year in respect of Permitted Acquisition Earn-Outs (which, for the avoidance of doubt, does not include the Lehigh Earn-Out or the Scheduled Acquisition B Earn-Out), shall not exceed in the aggregate $50,000,000; provided that, clause (iiix) from the Closing Date through December 31, 2003, the "$50,000,000" in subpart (v) above shall be deemed to read "$25,000,000," and (y) so long as all other provisions of this Section 7.12 7.14 are satisfied with respect thereto, the Cost of Acquisition of Scheduled Acquisition B, up to $30,000,000 of the Cost of Acquisition of Scheduled Acquisition A, and up to $15,500,000 of the Cost of Acquisition of the OWD Acquisition shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of count against the such Person’s assetsannual aggregate limit set forth in subpart (v) above.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially involved in the same as one medical device and products business and any business reasonably related, incidental or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental complementary thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000100,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after most recent date for which financial statements have been furnished pursuant to Section 4.01(a) or Section 6.01(a) or (b) giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, and (iv) the Person acquired shall be a direct or indirect wholly-owned (other than shares required by statute to be owned by a second shareholder, which shall be owned by an officer of the Company or a Subsidiary) Subsidiary of the Company, or be merged into the Company or a direct or indirect wholly-owned (other than shares required by statute to be owned by a second shareholder, which shall be owned by an officer of the Company or a Subsidiary) Subsidiary of the Company, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Borrower or a direct or indirect wholly-owned (other than shares required by statute to be owned by a second shareholder, which shall be owned by an officer of the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsBorrower).

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition, together with the Cost of Acquisition of for all other Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in consummated during the same fiscal year) , is in excess of $65,000,00050,000,000, (x) no Default would exist immediately after giving effect the Required Lenders shall have consented to such AcquisitionsAcquisition, and (y) the Company shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, end and (zB) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries most recent date for which financial statements have been furnished pursuant to Section 4.01(a) or Section 6.01(a) or (b) giving effect to such Acquisitions, which certificate shall be in Pro Forma Compliance demonstrate that no Default would exist immediately after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementsAcquisitions, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Acquisition the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets6.12.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are is substantially the same as one or more line or similar to those lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,0005,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endAcquisition, and (zB) a Compliance Certificate prepared on a historical pro forma basis as of the Company and its Subsidiaries shall be in Pro Forma Compliance after date of the Audited Financial Statements or, if later, as of the most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (b), giving effect to such Acquisition, as evidenced by a Pro Forma which Compliance Certificate delivered simultaneously with such pro forma historical financial statementsshall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged with or into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (viv) after the upon consummation of such Acquisition, the Company or any applicable Acquisition each Subsidiary shall have complied with the provisions of Section 6.14; provided that6.12, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person including with respect to which any new assets (including real property constitutes all or substantially all mineral rights) acquired, (v) if the Cost of Acquisition exceeds $20,000,000, the Required Lenders shall consent to such Acquisition in their discretion and (vi) after giving effect to such Acquisition, (A) the cash portion of the such Person’s assetsCosts of Acquisition for all Acquisitions shall not exceed $5,000,000 in any fiscal year and (B) the aggregate Costs of Acquisition for all Acquisitions in any fiscal year shall not exceed $20,000,000.

Acquisitions. Enter into any agreement, contractContract, binding commitment or other binding arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one the Borrower or more line or lines any of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) the Cost of Acquisition (excluding out-of-pocket transaction costs for services and expenses of attorneys, accountants, and other consultants incurred in effecting such transaction and other similar transactions and closing costs so incurred, all of which may be paid in cash) does not exceed $3,000,000 and is paid entirely in stock, and (iii) an Authorized Representative shall have furnished the Agent with a certificate to the effect that no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year period of the Company and most recent interim fiscal quarter, if applicable, Borrower (whether quarterly or year end) giving effect to such Acquisition and all other Acquisitions consummated since assuming that any Debt incurred to effect such fiscal year end, Acquisition shall be deemed to have been outstanding during the Four-Quarter Period preceding such Acquisition and to have borne a rate of interest during such period equal to that rate in existence at the date of determination and (zB) a certificate in form and substance satisfactory to the Company and its Subsidiaries shall be in Pro Forma Compliance after Agent prepared on a historical pro forma basis giving effect to such AcquisitionAcquisition as of the most recent fiscal quarter of the Borrower then ended, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereof, and (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into or with the Company Borrower or a wholly-owned Subsidiaryone of its Subsidiaries, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter No Loan Party nor any Subsidiary of a ------------ Loan Party shall enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as or related to one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoBorrower, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarterFiscal Quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit I prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 5.01 giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default of Event or Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Wholly Owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned SubsidiarySubsidiary of the Borrower), and (viv) after giving effect to such Acquisition (excluding the consummation Project Sabre Acquisition and the Pinacor Acquisition): (A) the aggregate Costs of such Acquisition, the Company Acquisition incurred by any Loan Party or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) a Loan Party in any single transaction or in a series of this Section 7.12 related transactions shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an exceed $20,000,000; (B) the aggregate Costs of Acquisition of a Person with respect to which real property constitutes incurred by the Loan Parties and all or substantially all Subsidiaries of the such Person’s assets.Loan Parties shall not exceed $30,000,000 in the aggregate; and

Acquisitions. Enter into The making of any decision to acquire any Property, committing to make or increase any non-refundable deposit in connection with the acquisition of any Property (or allowing any refundable deposit to become non-refundable), the execution and delivery of any agreement, contract, binding commitment letter of intent or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, document or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, instrument (each, an “Acquisition ArrangementContract”) unless (i) to purchase any Property, the Person taking of any material action required or permitted to be taken under an Acquisition Contract to close or proceed to close the purchase of any Property pursuant to an Acquisition Contract, any assignment (in whole or whose assets are in part) of any Acquisition Contract (other than an assignment pursuant to beSection 3.6.4), the taking of any action required or permitted to be taken with respect to the assignment of an Acquisition Contract (including approval of proposed third party costs in connection with any due diligence and closing costs, and approval of structural/engineering and environmental reports, in each case prior to closing) acquired does not oppose or any decision to terminate any Acquisition Contract, provided that the Managing Member may execute and deliver an Acquisition Contract to purchase any Property and pay a deposit with respect thereto so long as such Acquisition and the material line or lines of business Contract is expressly conditioned on approval of the Person Executive Committee and such deposit is fully refundable if Executive Committee approval is not obtained; and provided, further, that to be acquired are substantially the same as one extent the Executive Committee has previously approved the acquisition of a Property and subsequent to such approval all of the members of the Executive Committee appointed by a particular Member elect not to approve the closing of such Property acquisition, the Member whose appointed Executive Committee members actually approve of such closing shall have the right to close on such Property acquisition in its separate capacity, provided that such Member expressly assumes or more line or lines causes the assumption in writing of business conducted by all of the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition obligations with respect to such Acquisitionproperty acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) indemnifying the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and from all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person claims arising with respect to which real such property constitutes acquisition, releases the applicable Member from all or substantially all claims in connection with such decision not to close and reimburses the Company for any costs expended by the Company in connection with the acquisition of such Property and pays to the non-acquiring Member its actual out-of-pocket costs incurred in connection with such Person’s assets.Acquisition Contract up to $25,000.00;

Acquisitions. Enter into The Borrower will not make, engage in or effect, and will not permit any agreementSubsidiary to make, contractengage in or effect, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business each of the Person to be acquired are substantially terms and conditions set forth below in this Section have been satisfied in the same as one or more line or lines discretion of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, Administrative Agent: (iia) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either at the time of the consummation of such Acquisition or would exist immediately after giving effect thereto; (b) each business acquired shall be within the permitted line of business described in SECTION 5.3; (c) written notice of any proposed Acquisition shall be given to the Lenders no less than thirty (30) days prior to the consummation of such Acquisition, together with any then existing drafts of the acquisition documents and such other documents or materials as may be reasonably requested by a Lender; (d) in the case of an Acquisition involving the acquisition of stock or other ownership interests of any Person, immediately after giving effect to such Acquisition andsuch Person (or the surviving Person, (iii) if the Acquisition is effected through a merger or consolidation) shall be a Subsidiary of the Borrower and such Subsidiary shall comply with SECTION 5.9 to the extent applicable; (e) the aggregate Cost consideration for the purchase price of such Acquisition (including, without limitation, cash, Indebtedness and equity), when added to the aggregate consideration for the purchase prices of all other Acquisitions consummated during the term of this Agreement, does not exceed $40,000,000; and (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (yf) the Company Borrower shall have furnished cause to be delivered to the Administrative Agent pro forma historical financial statements as a certificate, in form and substance reasonably satisfactory to the Administrative Agent, executed by a Chief Financial Officer of the end Borrower, certifying that the consummation of the most recently completed fiscal year such Acquisition will not result in a violation of the Company any provision of this Agreement, and most recent interim fiscal quarter, if applicable, after giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endany Borrowings made in connection therewith, and (z) the Company and its Subsidiaries shall Borrower will be in Pro Forma Compliance after giving effect compliance with the financial covenants contained in Article VI hereof, such compliance determined with regard to calculations made on a pro forma basis in accordance with GAAP as if the acquired Person or assets had been consolidated with the Borrower for those periods applicable to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetscovenants.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (iI) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) if in the aggregate event the Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisitionexceeds $10,000,000, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company SEI shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company SEI and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit H prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 8.6(a) or Section 9.1(a) or (b) giving effect to such AcquisitionAcquisition and all other Acquisitions since the last such certificate was delivered, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iv) the Person acquired shall have Consolidated EBITDA for the immediately preceding twelve-month period greater than zero, (v) immediately after giving effect thereto, Available Liquidity shall be greater than or equal to $25,000,000, (vi) SEI shall have provided to the Administrative Agent a representation and warranty with respect to such acquired Person and its properties substantially similar to that set forth in Section 8.18, (vii) the Person acquired shall be a wholly-owned Domestic Subsidiary, or be merged into the Company SEI or a wholly-owned Subsidiaryan SEI Guarantor, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company SEI or a wholly-owned SubsidiarySEI Guarantor), (viii) such Acquisition shall be for a Cost of Acquisition of not more than $50,000,000, and (vix) after the consummation Cost of Acquisition of such Acquisition, the Company or any applicable Subsidiary shall have complied when combined with the provisions Cost of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all other Acquisitions consummated since the beginning of the such Person’s assetsthen-current Fiscal Year, does not exceed the sum of (A) $50,000,000, and (B) for any Fiscal Year ending on or after October 31, 2003, so long as the Consolidated Leverage Ratio on the last day of the immediately preceding Fiscal Year is not greater than 3.00 to 1.00, the amount permitted by this subsection (viii) but not used in each previous Fiscal Year (including cumulative carryovers) beginning with the Fiscal Year ending October 31, 2002. (y) Section 10.3 is hereby deleted in its entirety and the following inserted in its place:

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are (i) the provision of services primarily in the governmental contracting field, or (ii) substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (iib) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either and the representations and warranties contained in Section 5.06 shall be true and correct, in each case, immediately prior to or and immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (ivc) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower, a Guarantor or a any wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror acquirer shall be the Company Borrower, a Guarantor or a any wholly-owned Subsidiary), and (vd) after the consummation of giving effect to such Acquisition, the Company or aggregate Costs of Acquisition incurred during any applicable Subsidiary period of twelve (12) consecutive months in which such Acquisition is made shall have complied with not exceed $20,000,000, and (e) immediately after giving effect to any such Acquisition the provisions of Section 6.14difference between the Aggregate Commitments and the Total Outstandings shall not be less than $5,000,000; provided that, clause prior to effecting any such transaction, the Borrower shall have furnished to Agent (iiii) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and (ii) a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (b) giving effect to such Acquisition, which certificate shall demonstrate that immediately after giving effect to such Acquisition (including, without limitation, any Borrowings related thereto) (A) the Consolidated Leverage Ratio would not exceed 2.50 to 1.00, and (B) no Default or Event of Default would then exist. Each Acquisition complying with the terms of this Section 7.12 shall not apply 7.07, or otherwise consented to any agreement, contract, binding commitment or other arrangement providing for by the Required Lenders in writing is referred to herein as a transaction which would, if consummated, constitute “Permitted Acquisition.” The parties acknowledge that the Borrower may from time to time seek the consent of the Required Lenders to an Acquisition that does not conform to the requirements of a Person with respect this Section 7.07, provided that the Required Lenders shall have no obligation to which real property constitutes all or substantially all of the give such Person’s assetsconsent.

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Credit Facility Default or Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

Acquisitions. Enter into The Borrower shall not make any agreementAcquisitions, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, or take any action to solicit than Acquisitions meeting the tender of securities or proxies in respect thereof in order to effect any Acquisition, following requirements (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose each such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, constituting a "PERMITTED ACQUISITION"): (iiA) no Default or Revolving and Floorplan Facility Unmatured Default shall have occurred and be continuing either immediately or would result from such Acquisition or the incurrence of any Indebtedness in connection therewith; (B) in the case of an Acquisition of Equity Interests of an entity, such Acquisition shall be of at least ninety percent (90%) of the Equity Interests of such entity; (C) the businesses being acquired shall be substantially similar, related or incidental to the businesses or activities engaged in by the Borrower and its Subsidiaries on the Original Date; (D) the Indebtedness incurred by the Borrower to the Seller as part of the consideration therefor (other than Indebtedness assumed in connection therewith and permitted pursuant to CLAUSES (IX), (xii) or (XIII) of SECTION 7.3(A)) shall be Permitted Subordinated Indebtedness under Section 7.3(A); (E) prior to or immediately each such Acquisition, the Borrower shall deliver to the Agent and the Lenders a certificate from one of the Authorized Officers, (1) calculating the purchase price and EBITDA for purposes of clause (h) below; and (2) certifying that after giving effect to such Acquisition andand the incurrence of any Indebtedness hereunder and permitted by Section 7.3(A) in connection therewith, (iii) on a pro forma basis, as if the aggregate Cost Acquisition and such incurrence of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in Indebtedness had occurred on the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as first day of the end twelve-month period ending on the last day of the Borrower's most recently completed fiscal year quarter, the Borrower would have been in compliance with all of the Company and most recent interim fiscal quartercovenants contained in this Agreement, if applicableincluding, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year endwithout limitation, and the financial covenants set forth in Section 7.4; (zF) the Company and its Subsidiaries shall be in Pro Forma Compliance purchase is consummated pursuant to a negotiated acquisition agreement on a non-hostile basis; (G) after giving effect to such Acquisition, the representations and warranties set forth in ARTICLE VI hereof shall be true and correct in all material respects on and as evidenced by a Pro Forma Compliance Certificate delivered simultaneously of the date of such Acquisition with the same effect as though made on and as of such pro forma historical financial statements, date; and (ivH) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation written consent of the Required Lenders shall have been obtained in connection with any Acquisition if the aggregate purchase price (including, without limitation or if duplication, cash, stock, Indebtedness assumed (net of any cash acquired) and transaction related contractual payments, including amounts payable under non-compete, consulting or similar agreements (valuing all non-cash consideration at Fair Value)) (the "PURCHASE PRICE") is equal to or greater than $3,000,000; PROVIDED the aggregate Purchase Price of all Acquisitions shall not exceed $30,000,000 during the term hereof. With respect to any Acquisition where the target entity's assets are being acquiredequal to or greater than five percent (5.0%) of the Borrower's and its Subsidiaries' consolidated assets, the acquiror Borrower shall be (i) have obtained (and shall have based the Company calculations set forth above on) historical audited financial statements for the target and/or reviewed unaudited financial statements for the target for a period of not less than two years, obtained from the seller or a wholly-owned Subsidiary), and (v) after provided by independent certified public accountants retained for the consummation purposes of such Acquisition, broken down by fiscal quarter in the Company or Borrower's reasonable judgment, copies of which shall be provided to the Agent and the Lenders and (ii) at the request of the Required Lenders (such request not to be made more frequently than once in any applicable Subsidiary fiscal quarter) provide such financial information as shall have complied be reasonably acceptable to the Agent and the Required Lenders demonstrating the Borrower's pro forma compliance with the provisions covenants after taking into account such Acquisition and the incurrence of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsIndebtedness in connection therewith.

Acquisitions. Enter into None of the Borrowers will, nor will permit any agreementof its Subsidiaries to, contractagree to or effect any asset acquisition or stock acquisition except (a) Growth Capital Expenditures permitted pursuant to §11.4, binding commitment (b) Maintenance Capital Expenditures incurred in the ordinary course of business to maintain the assets of such Borrower and its Subsidiaries or to insure compliance with applicable laws and regulations, (c) the acquisition of inventory, equipment, furnishings and other arrangement providing for similar assets (not including Restaurants or real property) in the ordinary course of business consistent with past practices, (d) acquisitions by a transaction which would, if consummated, constitute an AcquisitionBorrower effected as a result of the transfer of assets or obligations between Borrowers permitted pursuant to §10.5.2(c) and (e) the A&M Acquisition so long as each the following conditions are satisfied at the time of, or take any action to solicit prior to, the tender consummation of securities or proxies in respect thereof in order to effect any the A&M Acquisition, (each, an “Acquisition Arrangement”) unless : (i) after giving effect to the Person to A&M Acquisition, the assets comprising such business (as used in this definition, the “Acquired Assets”) shall be (owned or whose assets are to be) acquired does not oppose leased exclusively by such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental thereto, Transaction Party; (ii) no Default or Revolving the Borrowers and Floorplan Facility Default their Subsidiaries shall have occurred and be continuing either immediately prior complied with the requirements of §9.17 hereof; (iii) the Borrowers shall have demonstrated to or the reasonable satisfaction of the Administrative Agent that, immediately after giving effect to such the A&M Acquisition (including the making of any Revolving Credit Loans required to finance the A&M Acquisition), all covenants (including covenants contained in §11 of this Credit Agreement) contained herein would have been satisfied on a pro forma basis as at the end of and for the most recently ended Reference Period; (iv) no Default or Event of Default is continuing immediately prior to the A&M Acquisition, and no Default or Event of Default would result from the A&M Acquisition; (v) the Administrative Agent shall have received satisfactory evidence that the business to be acquired has complied with, and, (iii) if following the aggregate Cost consummation of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such the A&M Acquisition, whether is in compliance with, in all material respects all applicable laws; (vi) prior to the closing of the A&M Acquisition, the Borrowers have delivered to the Administrative Agent the definitive acquisition documents between the applicable Borrower or one of their Subsidiaries and the applicable selling entities; and (vii) the purchase price (excluding for purposes of this clause (vii), any payments related to (A) net working capital adjustments not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, 500,000 or (xB) no Default would exist immediately after giving effect prorations related to lease payments or other expenses) for the new Restaurants being acquired shall not exceed $5,800,000 and conversion and pre-opening costs relating to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 new Restaurants shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of exceed $3,000,000 in the such Person’s assetsaggregate.