Common use of Investments; Acquisitions Clause in Contracts

Investments; Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets of, or make or permit to exist any interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to any Person, except that Borrower and its Subsidiaries may maintain investments or invest in: (i) Eligible Securities; (ii) investments existing as of the date hereof; (iii) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (iv) loans and advances to and investments in Subsidiaries which are Guarantors; (v) loans and advances to its officers, directors and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000; (vi) other investments in an aggregate amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); (vii) Permitted Acquisitions and other mergers permitted in Section 8.08 hereof; and (viii) Securitization Subsidiaries of the Borrower in an aggregate amount not to exceed 10% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitation.

Investments; Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets of, or make or permit to exist any interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to any Person, except that Borrower and its Subsidiaries may maintain investments or invest in: : (i) Eligible Securities; ; (ii) investments existing as of the date hereof; ; (iii) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; ; (iv) loans and advances to and investments in Subsidiaries which are Guarantors; ; (v) loans and advances to its officers, directors and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000; ; (vi) other investments in an aggregate amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); ; (vii) Permitted Acquisitions and other mergers permitted in Section 8.08 hereof; and and (viii) Securitization Subsidiaries of the Borrower in an aggregate amount not to exceed 10% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 the date hereof and the retained earnings of Securitization Subsidiaries as of September 17, 1998 the date hereof and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitation.

Investments; Acquisitions. PurchaseThe Parent Guarantor, ownthe Borrower, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets of, or make or permit to exist any interest whatsoever in, any other Person or otherwise and their respective Subsidiaries Indebtedness shall not make any Acquisition Investments or permit to exist acquire any loans or advances to any PersonProperties, except that Borrower and its Subsidiaries may maintain investments or invest in:other than (collectively, “Permitted Investments”): (i) Eligible Securities;Permitted Capital Expenditures, (ii) investments existing as of the date hereof;Investments in Loan Parties, (iii) accounts receivable arising and trade credit granted Investments in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons Subsidiaries which are not Loan Parties to the extent reasonably necessary required in order to prevent fund operating deficits of such Subsidiaries (including any debt service or limit loss;guarantees of any Indebtedness of such Subsidiaries existing on the Amendment No. 8 Effective Date) and are not otherwise prohibited under this Agreement, (iv) loans and advances to and investments in Investments by Subsidiaries which are Guarantors;not Loan Parties in other Subsidiaries which are not Loan Parties, (v) loans Investments in Unconsolidated Affiliates that are required to be made pursuant to such entities’ organizational documents and advances to its officers, directors and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding are not to exceed $25,000,000;otherwise prohibited under this Agreement, (vi) other investments Investments constituting the Acquisition of any Eligible Property acquired in an aggregate amount at any time outstanding not to exceed 5% exchange or swap of Consolidated Net Worth (calculated as real property assets in a transaction covered by Section 1031 of the most recent fiscal period with respect to which Internal Revenue Code so long as (x) the Agent shall have received Subsidiary acquiring such Eligible Property becomes a Subsidiary Guarantor, and (y) such Investments do not, in the Required Financial Information);aggregate during the Restriction Period, exceed $75,000,000, (vii) Permitted Acquisitions of Eligible Properties which are added as Borrowing Base Properties (and other mergers the Subsidiary that owns or ground leases such Properties are added as Subsidiary Guarantors) or Investments in Borrowing Base Properties or Subsidiary Guarantors or Non-Loan Party BB Subsidiaries that own or ground lease such Borrowing Base Properties to the extent the consideration therefor (x) is funded with Exempt Equity Proceeds or (y) is Equity Interests of the Parent Guarantor or the Borrower (in each case, together with any additional consideration in respect of such Investment or Acquisition that is funded with amounts permitted in under Section 8.08 hereof; and10.12(b)(x)), (viii) Securitization [intentionally omitted] (ix) additional Investments in Unconsolidated Affiliates and Subsidiaries of the Borrower which are not Loan Parties in an aggregate amount not to exceed 10% $25,000,000 during the Restriction Period, (x) additional Acquisitions and Investments in an aggregate amount during the Restriction Period not to exceed (x) if the Outstanding Amount of Consolidated Net Worth Revolving Credit Loans (calculated as each is defined in the Revolving Credit Agreement) is greater than $0 but does not exceed $200,000,000 immediately after giving effect to such Acquisition or Investment, $100,000,000 so long as such Acquisitions or Investments, in the case of the most recent fiscal period with respect this clause (x), are limited to Acquisitions of Eligible Properties which the Agent shall have received the Required Financial Information); provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 are added as Borrowing Base Properties (and the retained earnings Subsidiary that owns or ground leases such Properties are added as Guarantors) or Investments in Borrowing Base Properties or Subsidiary Guarantors or Non-Loan Party BB Subsidiaries that own or ground lease such Borrowing Base Properties, or (y) if the Outstanding Amount of Securitization Subsidiaries Revolving Credit Loans (as of September 17each is defined in the Revolving Credit Agreement) is equal to $0 immediately after giving effect to such Acquisition or Investment, 1998 $200,000,000, and (xi) additional Acquisitions and subsequent thereto may be transferred between Securitization Subsidiaries or between Investments to the Borrower and a Securitization Subsidiary without limitationextent the consideration therefor is funded solely from Excluded FelCor Net Proceeds.

Investments; Acquisitions. PurchaseBorrower shall not, own, invest in or otherwise acquireand shall not permit any of its Subsidiaries to, directly or indirectly, make or own any stock or other securities ofInvestment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all of the business, property or fixed assets of, or make or permit to exist any interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to Capital Stock of any Person, except that or any division or line of business of any Person except: (i) Borrower and its Subsidiaries may maintain investments or invest in: (i) Eligible Securitiesmake and own Investments in Cash Equivalents; (ii) investments existing Borrower and its Subsidiaries may continue to own the Investments owned by them as of the date hereofEffective Date in any Subsidiaries of Borrower; (iii) accounts receivable arising Borrower and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons its Subsidiaries may make intercompany loans to the extent reasonably necessary in order to prevent or limit losspermitted under subsection 7.1(iii); (iv) loans Borrower and advances to and investments in its Subsidiaries which are Guarantorsmay make Consolidated Capital Expenditures permitted by subsection 7.8; (v) loans Borrower and advances its Subsidiaries may continue to its officers, directors own the Investments owned by them and employees for travel expenses incurred described in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own other investments in an aggregate amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); (vii) Permitted Acquisitions and other mergers permitted in Section 8.08 hereof; and (viii) Securitization Subsidiaries of the Borrower Investments in an aggregate amount not to exceed 10% of Consolidated Net Worth at any time $5,000,000; (calculated as of vii) Borrower and its Subsidiaries may make Investments to acquire public improvement bonds issued by the most recent fiscal period Black Hawk Business Improvement District with respect to which the Agent shall have received Public Improvements, provided that (a) Borrower or one of its Subsidiaries is the Required Financial Information)owner of such bonds, (b) the aggregate amount of such Investments does not exceed the result of $22,000,000 less the amount incurred as Public Improvement Capital Expenditures pursuant to subsection 7.8(D) and (c) the terms of such bonds are acceptable to Administrative Agent; provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the and (viii) Borrower and a Securitization Subsidiary without limitationits Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale permitted by subsection 7.7.

Investments; Acquisitions. PurchaseThe Borrower shall not, and shall not permit any Subsidiary to, purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets of, or make or permit to exist any investment or interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to any Person, except that Borrower and its Subsidiaries may maintain investments or invest in: (ia) Eligible Securities; (iib) investments existing as of the Closing Date (including those listed on Schedule 7.10 hereto which represent investments not otherwise permitted under this Section and which have a net book value in excess of $1,000,000); provided the Borrower represents that as of the date hereofhereof all other investments with net book value less than $1,000,000 do not have an aggregate net book value in excess of $15,000,000; (iiic) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (ivd) loans and advances to and investments in Subsidiaries which are Guarantors; (ve) to the extent permitted under applicable law, loans and advances to its officers, directors and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000; (vi) other investments in an aggregate amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); (vii) Permitted Acquisitions and other mergers permitted in Section 8.08 hereof; and (viiif) Permitted Acquisitions; (i) investments in Securitization Subsidiaries of the Borrower consisting of securities and subordinate interests retained by the seller pursuant to the terms of any Permitted Credit Card Program or other securitization transactions entered into in an accordance with any Permitted Credit Card Program to which one or more of the Securitization Subsidiaries is a party, and (ii) loans and advances in the aggregate amount not to exceed 10% of Consolidated Net Worth $50,000,000 to Securitization Subsidiaries at any time; and (calculated as h) other investments provided that the Payment Conditions are satisfied at the time of the most recent fiscal period with respect to which making of any such investments and no Default or Event of Default shall exist, at the Agent shall have received the Required Financial Information); provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 time of making any such investment and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitationimmediately thereafter.

Investments; Acquisitions. PurchaseBorrower shall not, own, invest in or otherwise acquireand shall not permit any of its Subsidiaries to, directly or indirectly, make or own any stock or other securities ofInvestment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all of the business, property or fixed assets of, or make Capital Stock or permit to exist any other ownership interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to of any Person, except that or any division or line of business of any Person except: (i) Borrower and its Subsidiaries may maintain investments or invest in: (i) Eligible Securitiesmake and own Investments in Cash Equivalents; (ii) investments existing as of the date hereofReserved; (iii) accounts receivable arising Borrower and trade credit granted its Subsidiaries may continue to own the Investments owned by them as of the Effective Date in any Subsidiaries of Borrower and Borrower and any wholly-owned Domestic Subsidiary of Borrower may make and own additional equity Investments in their respective wholly-owned Domestic Subsidiaries (other than Investco); (iv) Borrower and any Subsidiary of Borrower may make intercompany loans to the extent permitted under subsection 7.1(iv) or 7.1(v); (v) Borrower and any Subsidiary of Borrower may make Consolidated Capital Expenditures permitted by subsection 7.8; (vi) Borrower and any wholly-owned Domestic Subsidiary of Borrower (other than Investco) may acquire assets (including Capital Stock and Capital Stock of any wholly-owned Domestic Subsidiary formed in connection with any such acquisition, in each case, so long as such purchase of Capital Stock results in the formation of a wholly-owned Domestic Subsidiary); provided, that (a) the aggregate amount of consideration paid by Borrower or such wholly-owned Domestic Subsidiary in connection with such acquisition (i) in any Fiscal Year does not exceed $50,000,000 in the aggregate and the Cash portion thereof does not exceed $25,000,000 in the aggregate and (ii) during the term of this Agreement does not exceed $150,000,000 in the aggregate and the Cash portion thereof does not exceed $75,000,000 in the aggregate and (b) (i) no Event of Default or Potential Event of Default shall have occurred and be continuing on the date thereof, nor would an Event of Default or Potential Event of Default result therefrom, (ii) after giving effect thereto Borrower shall be in pro forma compliance with each of the covenants contained in subsection 7.6 (including without limitation the Fixed Charge Coverage requirement) for the most recent full Fiscal Quarter immediately preceding such date for which the relevant financial information has been delivered pursuant to clauses (ii) and (iii) of subsection 6.1; provided, further that in each case, for purposes of determining the aggregate amount of consideration received pursuant to this subsection 7.3(vi), any Indebtedness assumed as permitted under subsection 7.1(viii) shall be deemed to be included in the Cash portion of the consideration; and provided, further that Borrower shall, and shall cause its Domestic Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to each such acquisition that results in a Person becoming a Subsidiary; (vii) Borrower and any wholly-owned Subsidiary of Borrower (other than Investco) may make additional Investments (a) in their respective wholly-owned Foreign Subsidiaries (other than Ethyl Europe), provided that, the amount of all such Investments constituting equity Investments together with the amount of all such Investments constituting loans or advances permitted under subsection 7.1(v)(A) does not exceed $15,000,000 in the aggregate and (b) in Ethyl Europe, provided that, the amount of all such Investments constituting equity Investments together with the amount of all such Investments constituting loans or advances permitted under subsection 7.1(v)(B) does not exceed $25,000,000 in the aggregate; (viii) Borrower and any Domestic Subsidiary of Borrower (other than Investco) may make and own other Investments in an aggregate amount not to exceed at any time $5,000,000; (ix) Borrower and any Subsidiary of Borrower (other than Investco) may acquire Securities in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof consistent with past practices in connection with accounts the satisfaction or enforcement of financially troubled Persons Indebtedness or claims due or owing to the extent reasonably necessary in order to prevent Borrower or limit loss; (iv) loans and advances to and investments in Subsidiaries which are Guarantors; (v) loans and advances to its officers, directors and employees for travel expenses incurred in the ordinary course any Subsidiary of business without limitation and Borrower or as security for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000; (vi) other investments in an aggregate amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); (vii) Permitted Acquisitions and other mergers permitted in Section 8.08 hereofsuch Indebtedness or claim; and (viiix) Securitization Subsidiaries Borrower and any Subsidiary of Borrower may continue to own the Investments described in Schedule 7.3 annexed hereto; (xi) Borrower may make and own Investments in Investco in an aggregate amount not to exceed 10% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided further, investments made $25,000,000 at any time Investco may make and own Investments in Securitization Subsidiaries on or prior to September 17, 1998 marketable securities and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitationdebt instruments.

Investments; Acquisitions. PurchaseEach Credit Agreement Party shall not, own, invest in or otherwise acquireand shall not permit any of its Subsidiaries to, directly or indirectly, make or own any stock or other securities ofInvestment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all of the business, property or fixed assets of, or make Capital Stock or permit to exist any other ownership interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to of any Person, except that or any division or line of business of any Person except: (i) Company and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Company and its Subsidiaries may own the Investments contemplated by the Qualified Holding Company Formation and the Qualified Reorganization; (iii) Borrower and its Subsidiaries may maintain investments or invest in: (i) Eligible Securities; (ii) investments existing continue to own the Investments owned by them as of the date hereof; (iii) accounts receivable arising Closing Date in any Subsidiaries of Borrower and trade credit granted in the ordinary course of business Borrower and any securities received wholly-owned Domestic Subsidiary of Company may make and own additional equity Investments in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit losstheir respective wholly-owned Domestic Subsidiaries (other than Investco); (iv) Borrower and any Subsidiary of Company may make intercompany loans and advances to and investments in Subsidiaries which are Guarantorsthe extent permitted under subsection 7.1(iv) or 7.1(v); (v) loans Borrower and advances to its officers, directors and employees for travel expenses incurred in the ordinary course any Subsidiary of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000;Company may make Consolidated Capital Expenditures permitted by subsection 7.8; 104 (vi) Borrower and any wholly-owned Domestic Subsidiary of Company (other investments than Investco) may acquire assets (including Capital Stock and Capital Stock of any wholly-owned Domestic Subsidiary formed in an connection with any such acquisition, in each case, so long as such purchase of Capital Stock results in the formation of a wholly-owned Domestic Subsidiary); provided, that the aggregate amount at of consideration paid by Borrower or such wholly-owned Domestic Subsidiary in connection with such acquisition (i) in any time outstanding Fiscal Year does not exceed $50,000,000 in the aggregate and the Cash portion thereof does not exceed $25,000,000 in the aggregate and (ii) during the term of this Agreement does not exceed $150,000,000 in the aggregate and the Cash portion thereof does not exceed $75,000,000 in the aggregate; provided, further that in each case, for purposes of determining the aggregate amount of consideration received pursuant to exceed 5% of Consolidated Net Worth (calculated this subsection 7.3(vi), any Indebtedness assumed as permitted under subsection 7.1(viii) shall be deemed to be included in the Cash portion of the most recent fiscal period consideration; and provided, further that each Credit Agreement Party shall, and shall cause its Domestic Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to which the Agent shall have received the Required Financial Information)each such acquisition that results in a Person becoming a Subsidiary; (vii) Permitted Acquisitions Borrower and any wholly-owned Subsidiary of Company (other mergers than Investco) may make additional Investments (a) in their respective wholly-owned Foreign Subsidiaries (other than Ethyl Europe), provided that, the amount of all such Investments constituting equity Investments together with the amount of all such Investments constituting loans or advances permitted under subsection 7.1(v)(A) does not exceed $15,000,000 in Section 8.08 hereof; andthe aggregate and (b) in Ethyl Europe, provided that, the amount of all such Investments constituting equity Investments together with the amount of all such Investments constituting loans or advances permitted under subsection 7.1(v)(B) does not exceed $25,000,000 in the aggregate; (viii) Securitization Subsidiaries Borrower and any Domestic Subsidiary of the Borrower Company (other than Investco) may make and own other Investments in an aggregate amount not to exceed 10% of Consolidated Net Worth at any time $5,000,000; (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the ix) Borrower and a Securitization any Subsidiary without limitationof Company (other than Investco) may acquire Securities in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Borrower or any Subsidiary of Company or as security for any such Indebtedness or claim; and (x) Borrower and any Subsidiary of Company may continue to own the Investments described in Schedule 7.3 annexed hereto; (xi) Borrower may make and own Investments in Investco in an aggregate amount not to exceed $7,500,000 at any time Investco may make and own Investments in marketable securities and debt instruments.

Investments; Acquisitions. Purchase, own, invest in or otherwise ------------------------- acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets of, or make or permit to exist any interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to any Person, except that Borrower and its Subsidiaries may maintain investments or invest in: (i) Eligible Securities; (ii) investments existing as of the date hereof;; such investments having a book value equal to or greater than $250,000 are set forth in Schedule 6.01(d) attached hereto; ---------------- (iii) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (iv) loans and advances to and investments in Subsidiaries which are Guarantors; (v) loans and advances to its officers, directors and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,00015,000,000; (vi) other investments in an aggregate principal amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information)Worth; (vii) Permitted Acquisitions and other mergers permitted in Section ------- 8.08 hereof; andand ---- (viii) Securitization Subsidiaries of the Borrower in an aggregate amount not to exceed 10% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information)Worth; provided further, -------- ------- investments made in Securitization Subsidiaries on or prior to September 17, 1998 the date hereof and the retained earnings of Securitization Subsidiaries as of September 17, 1998 the date hereof and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitation.

Investments; Acquisitions. PurchaseThe Borrower shall not, and shall not permit any Subsidiary to, purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets of, or make or permit to exist any investment or interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to any Person, except that Borrower and its Subsidiaries may maintain investments or invest in: (ia) Eligible Securities; (iib) investments existing as of the date hereofhereof (including those listed on Schedule 7.10 hereto which represent investments not otherwise permitted under this Section and which have a net book value in excess of $1,000,000); provided the Borrower represents that as of the date hereof all other investments with net book value less than $1,000,000 do not have an aggregate net book value in excess of $15,000,000; (iiic) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (ivd) loans and advances to and investments in Subsidiaries which are Guarantors; (ve) loans and advances to its officers, directors and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000; and (f) Permitted Acquisitions; (vii) investments in Securitization Subsidiaries of the Borrower consisting of the Transferor Interest (as defined in the Master Securitization Agreement), other classes of securities and subordinate interests retained by the seller pursuant to the terms of the Securitization Documents or other securitization transactions entered into in accordance with the Master Securitization Agreement to which one or more of the Securitization Subsidiaries is a party and retained earnings and (ii) loans and advances in an aggregate amount not to exceed $50,000,000 to Securitization Subsidiaries at any time; and (h) other investments in an aggregate amount at any time outstanding not to exceed 5% $100,000,000, provided Availability shall not be less than $100,000,000, and no Default or Event of Consolidated Net Worth (calculated as Default shall exist, at the time of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); (vii) Permitted Acquisitions making any such investment and other mergers permitted in Section 8.08 hereof; and (viii) Securitization Subsidiaries of the Borrower in an aggregate amount not to exceed 10% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitationimmediately thereafter.

Investments; Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets of, or make or permit to exist any interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to any Person, except that Borrower and its Subsidiaries may maintain investments or invest in: (i) Eligible Securities; (ii) investments existing as of the date hereof; such investments having a book value equal to or greater than $100,000 are set forth in Schedule 6.01(d) attached hereto; (iii) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (iv) loans and advances to and investments in Subsidiaries which who are Guarantors; (v) loans and advances to its officers, directors and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000;7,500,000; 68 (vi) other investments in an aggregate principal amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information)Worth; (vii) Permitted Acquisitions and other mergers permitted in Section 8.08 8.10 hereof; and (viii) Securitization Subsidiaries of the Borrower in an aggregate amount not to exceed 10% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information)Worth; provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 the date hereof and the retained earnings of Securitization Subsidiaries as of September 17, 1998 the date hereof and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitation.

Investments; Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets ofassets, or make or permit to exist any interest whatsoever in, in any other Person or otherwise make any Acquisition other than a Guarantor or permit to exist any loans or advances to any Person; provided, except that Borrower and its Subsidiaries may consummate the CHC Transaction in accordance with the CHC Transaction Documents and otherwise may maintain investments or invest in:, own, make loans or advances to, or acquire (i) Eligible Securities; (ii) loans, advances and investments existing as of the date hereofhereof and as set forth in Schedule 7.01(d) delivered to the Agent simultaneously with the execution of this Agreement; (iii) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss;; 77 (iv) loans and advances to other Persons in an aggregate outstanding amount not exceeding at any time $750,000, except the dollar limit restriction contained in this clause (iv) shall not apply to non-cash loans and investments advances made to Persons in Subsidiaries which are Guarantorsconnection with the exercise of stock options or other equity interests in the Borrower so long as such loan or advance is repaid within five (5) Business Days; (v) loans and advances to its officersStrategic Investments (including Strategic Investment Subsidiaries not constituting Guarantors), directors and employees for travel expenses incurred provided that no such Strategic Investment shall be made if after giving effect thereto (W) the aggregate investment in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to one Person shall exceed $25,000,000;1,000,000 (valued at cost), (X) the aggregate amount of Strategic Investments made in any Fiscal Year (on a noncumulative basis, with the effect that amounts not expended in any Fiscal Year may not be expended in any subsequent Fiscal Year) shall exceed $2,000,000, (Y) the aggregate amount of Strategic Investments made in any Fiscal Year (on a noncumulative basis, with the effect that amounts not expended in any Fiscal Year may not be expended in any subsequent Fiscal Year), together with the aggregate amount of Costs of Acquisitions (excluding the CHC Transaction) incurred during such Fiscal Year (similarly computed on a noncumulative basis), shall exceed $5,000,000 or (Z) the aggregate amount of Strategic Investments shall exceed five percent (5%) of Consolidated Shareholders' Equity, provided that each of the limitations described in this Section 9.09(v) shall be applied after giving effect to reductions in Strategic Investments from receipt of cash distributions and cash management fees; and (vi) other investments Permitted Acquisitions, provided that if the Cost of Acquisition exceeds $2,500,000 the Borrower shall have furnished to the Agent a certificate in an the form of Exhibit I prepared on a historical pro forma basis giving effect to such Permitted Acquisition which certificate shall demonstrate that no Default or Event of Default will exist; provided, further, the aggregate Costs of Acquisitions (excluding the CHC Transaction) in any Fiscal Year (on a noncumulative basis, with the effect that amounts not expended in any Fiscal Year may not be expended in any subsequent Fiscal Year), together with the aggregate amount at any time outstanding of Strategic Investments in such Fiscal Year (similarly computed on a non-cumulative basis), shall not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); (vii) Permitted Acquisitions and other mergers permitted in Section 8.08 hereof; and (viii) Securitization Subsidiaries of the Borrower in an aggregate amount not to exceed 10% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitation$5,000,000.

Investments; Acquisitions. PurchaseThe Borrowers shall not, and shall not permit any Subsidiary to, purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets of, or make or permit to exist any investment or interest whatsoever in, any other Person or otherwise make any Acquisition or permit to exist any loans or advances to any PersonPerson (collectively, “Investments”), except that Borrower Borrowers and its their Subsidiaries may make and maintain Investments in: (a) Eligible Securities; provided, that, following the delivery to the Borrowers of an Account Control Event Notice, the Borrowers and their Subsidiaries shall not maintain investments or invest in: (i) in Eligible SecuritiesSecurities for so long as any Loans are outstanding, except that the Borrowers may maintain Eligible Securities in the Excluded Accounts unless the Agent otherwise directs the Borrowers upon the occurrence and during the continuance of an Event of Default; (iib) investments Investments existing as of the date hereofClosing Date and either (i) set forth on Schedule 7.10 or (ii) other than cash and Eligible Securities, having a net book value individually not in excess of $1,000,000 and, in aggregate with other Investments permitted pursuant to this clause (ii), not in excess of $15,000,000; (iiic) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (ivd) loans and advances to and investments other Investments in Subsidiaries which are Borrowers and Guarantors; (ve) to the extent permitted under applicable law, loans and advances to its officers, directors and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000; (vif) other investments in an aggregate amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information)Permitted Acquisitions; (viii) Permitted Acquisitions and other mergers permitted Investments in Section 8.08 hereof; and (viii) Securitization Subsidiaries of the Borrower Borrowers consisting of securities and subordinate interests retained by the seller pursuant to the terms of any Permitted Credit Card Program or other securitization transactions entered into in an accordance with any Permitted Credit Card Program to which one or more of the Securitization Subsidiaries is a party, and (ii) loans and advances in the aggregate amount not to exceed 10% $50,000,000 to Securitization Subsidiaries at any time; (h) other Investments provided that the Payment Conditions are satisfied at the time of Consolidated Net Worth making any such Investment and immediately thereafter; (calculated i) Investments held by any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or any of its Subsidiaries (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger or acquisition; (j) Investments constituting deposits that are Permitted Liens under Section 7.15(i); (k) accounts receivable and trade credit granted in the most recent fiscal period ordinary course of business; (l) Investments received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement or delinquent obligations of, or other disputes with, customers and suppliers, in each case arising in the ordinary course of business or received upon the foreclosure with respect to which any secured investment or other transfer of title with respect to any secured investment; (m) Investments received in consideration of the Agent common stock of the Parent; and (n) advances in the form of a prepayment of trade payables, so long as such trade payables are being paid in accordance with the customary trade terms of the Parent or its Subsidiaries in the ordinary course of business. Notwithstanding anything to the contrary, so long as any Loans are outstanding under this Agreement, Borrowers shall have received not permit cash or cash equivalents in an aggregate amount in excess of $100,000,000 (other than (i) “store” cash, cash held in local, non-concentration deposit accounts, cash in transit between stores and depository accounts and cash receipts from sales in the Required Financial Information); provided furtherprocess of inter-account transfers, investments made in Securitization each case as a result of the ordinary course operations of the Borrowers, (ii) to the extent necessary for the Borrowers and their Subsidiaries on to satisfy in the ordinary course of their business the current liabilities incurred by them in the ordinary course of their business and without acceleration of the satisfaction of such current liabilities and (iii) to the extent necessary to complete an acquisition, distribution, debt repayment or prior other transaction, in each case otherwise permitted under this Agreement) to September 17, 1998 accumulate and be maintained in depository or investment accounts of the retained earnings Borrowers and their Subsidiaries for a period of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitationmore than three (3) consecutive Business Days.

Investments; Acquisitions. PurchaseBorrower shall not, own, invest in or otherwise acquireand shall not permit any of its Subsidiaries to, directly or indirectly, make or own any stock or other securities ofInvestment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all of the business, property or fixed assets of, or make Capital Stock or permit to exist any other ownership interest whatsoever inof, any other Person or otherwise make any Acquisition division or permit to exist line of business of any loans or advances to any Person, except that Person except: (i) Borrower and its Subsidiaries may maintain investments or invest in: (i) Eligible Securitiesmake and own Investments in Cash Equivalents; (ii) investments existing Borrower and its Subsidiaries may continue to own the Investments owned by them as of the date hereofClosing Date in any Subsidiaries of Borrower and Borrower and its wholly-owned Domestic Subsidiaries that are Subsidiary Guarantors may make and own additional equity Investments in their respective wholly-owned Domestic Subsidiaries that are Subsidiary Guarantors; (iii) accounts receivable arising Borrower and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons its Subsidiaries may make intercompany loans to the extent reasonably necessary in order to prevent or limit losspermitted under subsection 7.1(iii); (iv) loans Borrower and advances to and investments in its Subsidiaries which are Guarantorsmay make Consolidated Capital Expenditures permitted by subsection 7.8; (v) loans Borrower and advances its Subsidiaries may continue to its officers, directors own the Investments owned by them and employees for travel expenses incurred in the ordinary course of business without limitation and for any other business purpose in an aggregate principal amount at any time outstanding not to exceed $25,000,000described on Schedule 7.3 annexed hereto; (vi) Borrower and its Domestic Subsidiaries that are Subsidiary Guarantors may make and own other investments in an aggregate amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); (vii) Permitted Acquisitions and other mergers permitted in Section 8.08 hereof; and (viii) Securitization Subsidiaries of the Borrower Investments in an aggregate amount not to exceed 10% at any time $5,000,000; provided, however, if Borrower has achieved, and for so long as Borrower is maintaining (and on a pro forma basis, after giving effect to any additional Investments, will continue to maintain), a Consolidated Total Leverage Ratio of Consolidated Net Worth (calculated less than 3.00:1.00, and so long as no Potential Event of Default or Event of Default has occurred and is continuing at the most recent fiscal period with respect to which time the Agent shall have received the Required Financial Information); provided furtherInvestment is made, investments made in Securitization Subsidiaries on or prior to September 17, 1998 and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and its Domestic Subsidiaries that are Subsidiary Guarantors may make and own other Investments in an aggregate amount not to exceed at any time $10,000,000; and, provided, further that if at any time Borrower is no longer maintaining a Securitization Subsidiary without limitationConsolidated Total Leverage Ratio of less than 3.00:1.00, the amount of Investments permitted under this subsection (vi) shall once again be $5,000,000 (it being understood that any Investment made or committed to be made before such reduction shall continue to be permitted hereunder); (vii) Borrower may acquire and hold obligations of one or more officers or other employees of Borrower or its Subsidiaries in connection with such officers’ or employees’ acquisition of shares of Borrower’s common stock, so long as no cash is actually advanced by Borrower or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; and (viii) Borrower and its Subsidiaries may receive and hold promissory notes and other non-cash consideration received in connection with any Asset Sale permitted by subsection 7.7(iv).

Investments; Acquisitions. Purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities of, or all or substantially all of the assets ofassets, or make or permit to exist any interest whatsoever in, in any other Person or otherwise make any Acquisition or permit to exist any loans or advances to any Person; provided, except that Borrower the Company and its Subsidiaries may maintain investments or invest in:in or acquire (i) Eligible Securities; (ii) all or substantially all of the stock or other equity interests, or all or substantially all of the assets of another Person (or a line of business or division of such other Person) constituting a Permitted Acquisition; provided, however, that if the Person or the assets so acquired on a pro forma historical basis as at the date of the acquisition or for the Four-Quarter Period most recently ended preceding the date of acquisition owned assets or generated income, which when consolidated with the assets and income of the Company and its Subsidiaries, constitute ten percent (10%) or more of Consolidated Total Assets or Consolidated Net Income, then the Company shall furnish to the Administrative Agent prior to completing such acquisition a certificate in the form of Exhibit F attached hereto containing information required therein demonstrating that on a historical pro forma 66 74 basis that after giving effect to such acquisition no Default or Event of Default exists hereunder; (iii) investments existing as of the date hereofhereof and as set forth in Schedule 6.01(d) attached hereto; (iiiiv) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof in connection with accounts of financially troubled Persons to the extent reasonably necessary in order to prevent or limit loss; (ivv) loans and advances to and investments in Subsidiaries which are GuarantorsSubsidiaries; (vvi) loans and advances to its officers, directors and employees for travel expenses incurred investments in the ordinary course of business without limitation and for any Persons (other business purpose than as permitted under this Section 8.06) in an aggregate principal outstanding amount not exceeding at any time outstanding not to exceed $25,000,000; fifteen percent (vi15%) other investments in an aggregate amount at any time outstanding not to exceed 5% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information)Shareholders' Equity; (vii) Permitted Acquisitions and other mergers permitted any security or debt instrument retained by the Company or any Subsidiary in Section 8.08 hereofconnection with the creation of Vehicle Receivables Indebtedness or Vehicle Secured Indebtedness which security or debt instrument represents a residual interest in assets sold or transferred to an Eligible Special Purpose Entity; and (viii) Securitization Subsidiaries of consumer loans and leases entered into, purchased or otherwise acquired by the Borrower in an aggregate amount not Company or its Subsidiaries, as lender, lessor or assignee, as applicable, related to exceed 10% of Consolidated Net Worth (calculated as of the most recent fiscal period with respect to which the Agent shall have received the Required Financial Information); provided further, investments made in Securitization Subsidiaries on or prior to September 17, 1998 and the retained earnings of Securitization Subsidiaries as of September 17, 1998 and subsequent thereto may be transferred between Securitization Subsidiaries or between the Borrower and a Securitization Subsidiary without limitationAutomobile Retailing Activities.