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) after giving effect to such Acquisition and all Indebtedness incurred or repaid in connection therewith, the Borrower shall be in compliance on a pro forma basis with each financial covenant set forth in Section 8.12 (each calculated in accordance with Sections 1.04(c) and (d))), (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 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 four fiscal year quarters of the Company and most recent interim fiscal quarterBorrower, 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 and (B) a Pro Forma Compliance Certificate delivered simultaneously with such prepared on a historical pro forma historical basis as of March 31, 2007, or, if later, as of the most recent date for which financial statementsstatements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, which Compliance Certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto (including demonstrating compliance on a pro forma basis with each financial covenant set forth in Section 8.12 (each calculated in accordance with Sections 1.04(c) and (d))), (iv) 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 (v) 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 which any new assets (including real property constitutes all or substantially all of the such Person’s assetsproperty) acquired.

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 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 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 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 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 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 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 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 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 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.

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 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 $65,000,00010,000,000, (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 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; 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 including with respect to which real property constitutes all or substantially all any new assets acquired, (v) if the Cost of Acquisition shall exceed $20,000,000, the Required Lenders shall consent to such Person’s assetsAcquisition in their discretion, (vi) 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 $30,000,000.

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 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 Acquisitioncase may be, (each, an “Acquisition Arrangement”) unless other than Acquisitions which satisfy the following criteria: (i) the Person to be no Default or Event of Default has occurred and is continuing or would result therefrom, (or whose assets are to beii) acquired does not oppose such Acquisition and shall be in substantially the material line same or lines a similar type of business as BGI and its Subsidiaries, (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 (x) immediately before and after giving effect to such Acquisition and, and on a projected basis for the twelve (iii12) 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 months after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such Excess Availability (or, if in effect, Adjusted Excess Availability) would be greater than twenty percent (20%) of the lesser of (i) the Aggregate Borrowing Base and (ii) the Total Commitment and (y) the pro forma historical Fixed Charge Coverage Ratio for the twelve (12) month period then ended is greater than 1.00:1.00, in form and substance satisfactory to the Administrative Agent, based on reasonable projections of the financial statementsperformance of the Borrowers, (ivv) the Person acquired shall be a wholly-owned SubsidiaryBorrowers are in compliance, or be merged into the Company or a wholly-owned Subsidiaryboth before and after giving effect thereto, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary)with §8.14, and (vvi) after BGI shall deliver a certificate of an Authorized Officer of the Borrowers dated as of the date of such Acquisition as to the solvency of the Borrowers and their Subsidiaries 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 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 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 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 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 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 similar to the lines of business then 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 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 $50,000,000, 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 (i) (A) 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 (B) 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(ii) 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, (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 (vd) 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 and (iiie) the Costs 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 incurred with respect to which real property constitutes such Acquisition, excluding the Acquisition contemplated by the Purchase Agreement and the Stock Purchase Agreement, (i) together with any series of related Acquisitions shall not exceed $100,000,000 and (ii) together with all or substantially all other Acquisitions during the 12-month period ending on the date of such Acquisition in the such Person’s assetsaggregate shall not exceed $300,000,000.

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 132 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, 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 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 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 Bank (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 Bank 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 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 any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisitionany Acquisition (other than the Proponix Transaction), or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any AcquisitionAcquisition (other than the Proponix Transaction), (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 either constitute less than 10% of the acquiring Person’s assets (on a combined pro forma basis, after giving effect to such Acquisition) or are substantially the same as one or more line or lines of business conducted by the Company AMS 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 $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company and AMS 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 AMS 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 6.01 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 AMS or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company AMS or a wholly-owned Subsidiary), (iv) if the Cost of Acquisition shall exceed $35,000,000, the Required Lenders shall consent to such Acquisition in their discretion, and (v) if, after the consummation of giving effect to such Acquisition, the Company or aggregate Costs of Acquisition incurred in any applicable Subsidiary fiscal year of AMS shall have complied with exceed $100,000,000, the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 Required Lenders 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 assetsin 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 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 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 (a) So long as the Consolidated Senior Secured Leverage Ratio is less than or equal to 1.50 to 1.00 based on a Pro Forma Effect Compliance Certificate delivered to the Administrative Agent prior to any Acquisition contemplated hereunder and giving pro 105 forma effect thereto and to any Borrowings in connection therewith, 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 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 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 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 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 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 172 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 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 115 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 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 $5,000,000, 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 a 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 a Borrower or a wholly-owned SubsidiarySubsidiary of a Borrower), and (viv) after giving effect to such Acquisition the consummation aggregate Costs of such Acquisition, Acquisition incurred by the Company or Loan Parties and all Subsidiaries of Loan Parties in any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 Fiscal Year 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 $20,000,000 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 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 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 105 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 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 (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 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 (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 the Major Subsidiaries and their lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretobusiness, (ii) 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 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 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 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 Indebtedness 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 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 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 thereto, (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 Subsidiaryone of its Subsidiaries), and (viv) after the consummation of giving effect to such Acquisition, the Company or sum of the aggregate Costs of Acquisition incurred in any applicable Subsidiary shall have complied Fiscal Year (on a noncumulative basis, with the provisions of Section 6.14effect that amounts not incurred in any Fiscal Year may not be carried forward to a subsequent period) shall not exceed $50,000,000; provided that, PROVIDED that in making the computation described in clause (iiiiv) of this Section 7.12 SECTION 8.2, there shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition be excluded from Costs of a Person with respect to which real property constitutes all or substantially all Acquisitions the value of common stock of the Borrower paid for such Person’s assetsAcquisition.

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 theretoCompany, (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 $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) and the Company shall have furnished to the Administrative Agent (A) 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 $5,000,000, pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company 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 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 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 SubsidiarySubsidiary of the Company), and (viv) after the consummation of giving effect to such Acquisition, : (A) the Company aggregate Costs of 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 $25,000,000; and (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 assetsLoan Parties shall not exceed $50,000,000 in the aggregate.

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 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 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 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 No Credit Party shall, nor shall it permit any agreementof its Subsidiaries to, 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 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 is substantially related to 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 theretotaken as a whole, and is not hostile, (iib) if such Acquisition is an Acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Domestic Subsidiary of the Borrower and comply with the requirements of Section 5.6, (c) if such Acquisition is an Acquisition of assets, such Acquisition is structured so that a Credit Party shall acquire such assets, (d) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and or 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 would result from such Acquisition, whether or not occurring or expected to occur in the same fiscal year(e)(i) 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 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 immediately after giving effect to such Acquisition, the Payment Conditions are satisfied and (ii) on the date such Acquisition is made, the Borrower provides the Administrative Agent with a certificate from an authorized officer of the Borrower dated as evidenced by a Pro Forma Compliance Certificate delivered simultaneously of such date certifying that the requirements in clause (e)(i) above has been met with respect to such Acquisition and providing supporting calculations with respect thereto and (f) if any assets acquired in connection with such pro forma historical financial statementsAcquisition are required to be included in the calculation of the Borrowing Base hereunder, (iv) the Person acquired such assets shall be subject to a wholly-owned Subsidiaryfield examination, or be merged into at the Company or a wholly-owned SubsidiaryBorrower’s expense, immediately upon consummation prior to being included in the calculation of the Borrowing Base and (g) such Acquisition occurs after the twelve (12) month anniversary of the Effective Date”; provided that for any Acquisition made by the Borrower or if assets are being acquiredany of its Subsidiaries the consideration for which is in excess of $5,000,000, the acquiror shall Borrower will deliver or cause to be delivered to the Company or a wholly-owned Subsidiary)Administrative Agent, and at least two (v2) after weeks prior to the consummation closing date of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions information and other materials that Borrower has provided to its board 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 directors with respect to which real property constitutes all or substantially all of the any such Person’s assets.Acquisition

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 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 121 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 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 incurred by any Loan Party or any Subsidiary of a Loan Party in any single transaction or in a series of related transactions shall not exceed $20,000,000; (B) the aggregate Costs of Acquisition incurred by the Loan Parties and all Subsidiaries of the Loan Parties shall not exceed $30,000,000 in the aggregate; and (3) the aggregate amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Debt incurred, assumed or acquired by the Loan Parties and all Subsidiaries of the Loan Parties in connection with any Acquisition, the Company or any applicable Subsidiary shall have complied together with the provisions amount of Section 6.14; provided that, any cash and the fair market value of any other property (excluding property described in clause (iiii) of the definition of Cost of Acquisition and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition shall not exceed $15,000,000 in the aggregate; provided, however, nothing contained in this Section 7.12 5.04 shall not apply be construed to permit any agreement, contract, binding commitment Loan Party or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition Subsidiary of a Person with respect Loan Party to which real property constitutes all issue, assume, create, incur or substantially all of the such Person’s assetssuffer to exist any Debt except as permitted under Section 5.29.

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 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 The Borrower shall not, nor shall it cause or permit any agreementof the Guarantors to, contractacquire all or a material portion of the stock, binding commitment securities or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition, Property of any nature (other than inventory or take any action to solicit supplies purchased in 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 ordinary course of business of the purchaser) of any Person to be acquired are substantially in any transaction or in any series of related transactions or enter into any sale and leaseback transaction, provided, however, that the same as one or more line or lines of business conducted by Borrower and the Company and its Subsidiaries, or substantially related or incidental thereto, Guarantors may consummate any such transaction (iia "Permitted Acquisition") only if: (i) 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, the consummation of such acquisition; (ii) the aggregate consideration (exclusive of the working capital needs of the acquired entity) for all such acquisitions in a given year (excluding in the case of 1997, the consideration for the acquisition of Color Clings, Inc.) shall not exceed an amount (the "Acquisition Amount") equal to such thirty (30%) percent of the prior year-end Consolidated Net Worth, with a carryover only into the following year, commencing with a carryover from 1997 to 1998, of fifty (50%) percent of the previous year's unused Acquisition andAmount, exclusive of any carryover amount from a previous year, (for purposes of calculating the amount to be carried into any other year, the amount of acquisitions in any year shall first be counted against the Acquisition Amount (exclusive of any carryover amount from the previous year)); (iii) if the aggregate Cost consideration in all acquisitions following the Closing Date until termination of Acquisition the Revolving Credit shall not exceed forty (40%) percent 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 Consolidated Net Worth as of the end of the most recently completed fiscal year immediately preceding the 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 statementsdetermination, (iv) 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 acquiring Person acquires less than 100% of the issued and outstanding capital stock of the acquired Person, the owners of the unacquired shares must be bound by a shareholders' agreement reasonably satisfactory to the Administrative Agent which shall be include, at a wholly-owned Subsidiaryminimum, "drag along" rights in respect of such minority shares); (v) the Borrower and the Guarantors shallingent liabilities which would cause, or be merged into reasonably likely to cause, a Material Adverse Effect, (vi) the Company or a wholly-owned Subsidiary, immediately upon consummation business of the Acquisition (or if assets are being acquired, the acquiror acquired entity shall be generally similar to the Company or lines of business of the Borrower and the Guarantors; (vii) any Person acquired by the Borrower (and becoming a wholly-owned Subsidiary), First Tier Subsidiary of the Borrower) shall unconditionally guarantee 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 become surety 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 Borrower's Obligations on terms and conditions satisfactory to the Administrative Agent; (viii) the Administrative Agent shall have received a satisfactory certificate (substantially in the form of Exhibit 6.2 attached hereto and made part hereof) prepared and signed by the chief financial officer or vice president of finance of the Borrower showing the cost of acquiring the applicable Person exclusive of amounts attributable to the working capital requirements of such Person’s assetsPerson 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 (ix) the Administrative Agent shall have received a satisfactory officer's certificate from an Authorized Officer of the Borrower to the effect that the conditions set forth in clauses (i)-(viii) have been satisfied as of the date of the acquisition.

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 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 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 $500,000,000.

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, (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 the provisions of Section 6.14; provided that, limitation in this clause (iiid) of this Section 7.12 on Acquisitions made during any Fiscal Year shall not apply so long as the Borrower maintains Excess Liquidity (as calculated on a pro forma basis after giving effect 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 proposed Acquisition) greater than the such Person’s assetsExcess Liquidity Requirement.

Acquisitions. Enter into Make any agreementAcquisition other than a Permitted Acquisition. As used herein, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an the term “Acquisition” shall mean any transaction, or take any action to solicit series of transactions, by which a Borrower or any of its Subsidiaries directly or indirectly (a) acquires any ongoing business unit or all or substantially all of the tender assets of securities any Person, whether through the purchase of assets, merger or proxies in respect thereof in order to effect any Acquisitionotherwise, (eachb) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a corporation which have ordinary voting power for the election of directors or (c) acquires control of 50% or more ownership interest in any partnership or joint venture. As used herein, an the term “Permitted Acquisition” shall mean any Acquisition Arrangement”by Remington or any of its Subsidiaries (other than Factors or Brands) unless in which each of the following conditions is satisfied: (i1) 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 that is the subject of the Acquisition is related or substantially similar to be acquired are substantially the same as one or more line or lines business of business conducted by the Company Remington and its SubsidiariesSubsidiaries on the date hereof; (2) immediately before and after giving effect to such Acquisition, 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 andwould result therefrom, Borrowers shall have Projected Availability of not less than $15,000,000 and each Borrower shall be Solvent; (iii3) if the aggregate Cost consideration (other than common stock and warrants or options to acquire common stock) paid by Borrowers and/or any of Acquisition of all Acquisitions their Subsidiaries (including the assumption of any Debt) in connection with all such Acquisitionacquisitions from and after the Closing Date does not exceed $7,500,000; (4) 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 case 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 assets of a Person, there will be no Liens on any of such assets after the Acquisition other than Permitted Liens; (5) at least 5 Domestic Business Days before the Acquisition, Borrowers shall have delivered to Agent (i) a Compliance Certificate for the period of 4 full Fiscal Quarters immediately preceding such Acquisition (prepared in good faith and in a manner and using such methodology that is consistent with the most recent financial statements delivered to Agent pursuant to this Agreement) giving pro forma effect to the consummation of such Acquisition and evidencing compliance with the covenants contained in Section 10.3 hereof, and (ii) a certificate from the chief financial officer of Borrowers and related projections which demonstrate to the satisfaction of Agent that Borrowers shall remain in pro-forma compliance with all financial covenants set forth in Section 10.3 of this Agreement and shall satisfy the Minimum Availability Condition after giving pro forma effect to the consummation of such Acquisition; (6) Agent shall have received copies of (i) the definitive documents, (ii) lien search reports, title insurance commitments and environmental assessments, if any, obtained by or provided to Borrowers, (iii) historical financial statements of the Person to be acquired, including the audited financial statements for such Person’s assetsmost recently completed fiscal year, certified by its independent certified public accountants, if any, and (iv) all other financial information, and such other documents and information of the Person to be acquired, including related due diligence documents, as Agent may reasonably request; (7) Agent contemporaneously with the closing of such Acquisition shall have received (i) such documents and instruments as may be necessary to grant or confirm to Agent a first priority perfected Lien on and security interest in all of the assets so acquired, and (ii) if a Person is acquired and not merged into a Borrower and such Person becomes a Subsidiary other than a Foreign Subsidiary, a guaranty of the Obligations and a security agreement (together with applicable UCC-1 financing statements) executed by such Person, together with such other collateral documents and opinions of counsel relating to the validity, legality and enforceability of the legal documentation described in clauses (i) and (ii) of this subsection and the creation of a perfected Lien on such assets or Equity Interests as may be reasonably requested by Agent; and (8) if so requested by Agent (and Agent shall make such request at the direction of the Required Lenders), in the case of any Acquisition of Equity Interests, such Equity Interests shall promptly be pledged to Agent as security for the payment of the Obligations pursuant to documentation acceptable to Agent; provided, however, only sixty-five percent (65%) of the Equity Interests of any Foreign Subsidiary shall be so pledged. If such assets consist of Inventory acquired by Remington or Accounts acquired by a Borrower that are to be included in the Borrowing Base simultaneously with the consummation of the Permitted Acquisition, Agent’s examiners shall have completed a field exam and audit of the Person to be acquired, in scope and with results reasonably acceptable to Agent, or if such field exam and audit are not conducted prior to the consummation of such Permitted Acquisition, then any Accounts or Inventory of such Person to be acquired shall not be included in the Borrowing Base and shall be ineligible for borrowing purposes until such exam and audit are conducted in scope and with results reasonably acceptable 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 (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 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 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 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, 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 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 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) 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 after the same fiscal year) Closing Date is in excess of $65,000,000175,000,000, the Required Lenders shall have consented to such Acquisition, and (iv) if the aggregate Cost of Acquisition of such Acquisition is greater than $35,000,000, (x) no Default would exist immediately after giving effect the Company shall have given thirty (30) day notice to the Administrative Agent stating the proposed date of such AcquisitionsAcquisition and the expected Cost of Acquisition, (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, (ivv) 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 (vvi) 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 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 Pediatrix Medical Group, Inc., et al. January 11, 2005 Page 2 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 $100,000,000, 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 any Person that is or becomes a Material Subsidiary as a result of such Acquisition and any related transactions substantially simultaneously with the consummation of such Acquisition (without regard to the time limits provided in such Section 6.12). This Amendment Letter, and the amendments to the Credit Agreement herein provided, shall become effective upon receipt by the Administrative Agent of an original of this Agreement, duly executed by the Borrowers, the Administrative Agent and the Required Lenders (which real property constitutes all execution may be by facsimile signature, with originals to follow). None of the terms or substantially conditions of this Amendment Letter may be changed, modified, waived, or canceled, except in the manner as provided in the Credit Agreement with respect to any such change, modification, waiver, or cancellation. No provision hereof shall affect or impair any term or condition of the Credit Agreement or any of the other Loan Documents as currently in full force and effect. This Amendment Letter may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of the such Person’s assetswhich shall together constitute one instrument. Sincerely yours, BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Kxxxx X. Xxxxx Name: Kxxxx X. Xxxxx Title: Assistant Vice President ACCEPTED AND AGREED TO: PEDIATRIX MEDICAL GROUP, INC., a Florida corporation By: /s/ Kxxx X. Xxxxxx Name: Kxxx X. Xxxxxx Title: Chief Financial Officer ALASKA NEONATOLOGY ASSOCIATES, INC. ASSOCIATES IN NEONATOLOGY, INC. AUGUSTA NEONATOLOGY ASSOCIATES, P.C. BNA ACQUISITION COMPANY, INC. CENTRAL OKLAHOMA NEONATOLOGY ASSOCIATES, INC. CNA ACQUISITION CORP. FLORIDA REGIONAL NEONATAL ASSOCIATES, INC. FOOTHILL MEDICAL GROUP, INC. FORT WORTH NEONATAL ASSOCIATES BILLING, INC. GNPA ACQUISITION COMPANY, INC. MAGELLA HEALTHCARE CORPORATION MAGELLA HEALTHCARE GROUP, L.X. XXXXXXX MEDICAL ASSOCIATES BILLING, INC. MAGELLA MEDICAL ASSOCIATES MIDWEST, P.C. MAGELLA MEDICAL ASSOCIATES OF GEORGIA, P.C. MAGELLA MEDICAL GROUP, INC. MAGELLA NEVADA, LLC MAGELLA TEXAS, LLC By: /s/ Kxxx X. Xxxxxx Name: Kxxx X. Xxxxxx Title: Attorney-In-Fact MNPC ACQUISITION COMPANY, INC. MOUNTAIN STATES NEONATOLOGY, INC. NACF ACQUISITION COMPANY, INC. NEONATAL AND PEDIATRIC INTENSIVE CARE MEDICAL GROUP, INC. NEONATOLOGY ASSOCIATES BILLING, INC. NEONATAL SPECIALISTS, LTD. NSPA ACQUISITION COMPANY, INC. OBSTETRIX ACQUISITION COMPANY OF ARIZONA, INC. OBSTETRIX ACQUISITION COMPANY OF COLORADO, INC. OBSTETRIX MEDICAL GROUP OF ARIZONA, P.C. OBSTETRIX MEDICAL GROUP OF CALIFORNIA, A PROFESSIONAL CORPORATION OBSTETRIX MEDICAL GROUP OF COLORADO, P.C. OBSTETRIX MEDICAL GROUP OF KANSAS AND MISSOURI, P.A. OBSTETRIX MEDICAL GROUP OF PHOENIX, P.C. OBSTETRIX MEDICAL GROUP OF TEXAS BILLING, INC. OBSTETRIX MEDICAL GROUP OF WASHINGTON, INC., P.S. OBSTETRIX MEDICAL GROUP, INC. OZARK NEONATAL ASSOCIATES, INC. PALM BEACH NEO ACQUISITIONS, INC. PASCV ACQUISITION COMPANY, INC. PEDIATRIX ACQUISITION COMPANY OF OHIO, INC. PEDIATRIX ACQUISITION COMPANY OF WASHINGTON, INC. PEDIATRIX FLORIDA LLC By: /s/ Kxxx X. Xxxxxx Name: Kxxx X. Xxxxxx Title: Attorney-In-Fact PEDIATRIX MEDICAL GROUP NEONATOLOGY AND PEDIATRIC INTENSIVE CARE SPECIALISTS OF NEW YORK, P.C. PEDIATRIX MEDICAL GROUP OF ARKANSAS, P.A. PEDIATRIX MEDICAL GROUP OF CALIFORNIA, A PROFESSIONAL CORPORATION PEDIATRIX MEDICAL GROUP OF COLORADO, P.C. PEDIATRIX MEDICAL GROUP OF DELAWARE, INC. PEDIATRIX MEDICAL GROUP OF FLORIDA, INC. PEDIATRIX MEDICAL GROUP OF GEORGIA, P.C. PEDIATRIX MEDICAL GROUP OF ILLINOIS, P.C. PEDIATRIX MEDICAL GROUP OF INDIANA, P.C. PEDIATRIX MEDICAL GROUP OF KANSAS, P.A. PEDIATRIX MEDICAL GROUP OF KENTUCKY, P.S.C. PEDIATRIX MEDICAL GROUP OF LOUISIANA, L.L.C. PEDIATRIX MEDICAL GROUP OF MICHIGAN, P.C. PEDIATRIX MEDICAL GROUP OF MISSOURI, P.C. PEDIATRIX MEDICAL GROUP OF NEW MEXICO, P.C. PEDIATRIX MEDICAL GROUP OF NORTH CAROLINA, P.C. PEDIATRIX MEDICAL GROUP OF OHIO CORP. PEDIATRIX MEDICAL GROUP OF OKLAHOMA, P.C. By: /s/ Kxxx X. Xxxxxx Name: Kxxx X. Xxxxxx Title: Attorney-In-Fact PEDIATRIX MEDICAL GROUP OF PENNSYLVANIA, P.C. PEDIATRIX MEDICAL GROUP OF PUERTO RICO, P.S.C. PEDIATRIX MEDICAL GROUP OF SOUTH CAROLINA, P.A. PEDIATRIX MEDICAL GROUP OF TENNESSEE, P.C. PEDIATRIX MEDICAL GROUP OF TEXAS BILLING, INC PEDIATRIX MEDICAL GROUP OF WASHINGTON, INC., P.S. PEDIATRIX MEDICAL GROUP, INC., a Utah corporation PEDIATRIX MEDICAL GROUP, P.A. PEDIATRIX MEDICAL GROUP, P.C., a Virginia corporation PEDIATRIX MEDICAL GROUP, P.C., a West Virginia corporation PEDIATRIX MEDICAL MANAGEMENT, L.P. PEDIATRIX MEDICAL SERVICES, INC. PEDIATRIX OF MARYLAND, P.A. PEDIATRIX SCREENING, INC. PEDIATRIX TEXAS I LLC PEDIATRIX VIRGINIA ACQUISITION COMPANY, INC. PERINATAL PEDIATRICS, P.A. PMG ACQUISITION CORP. PMGSC, P.A. PNA ACQUISITION CO., INC. PXXXXX MEDICAL GROUP OF NEVADA, LTD. RPNA ACQUISITION COMPANY, INC. SXXXX XXXXXXXXXXX XX. XXXX ACQUISITION COMPANY, INC. ST. JXXXXX NEONATOLOGY CONSULTANTS, INC. By: /s/ Kxxx X. Xxxxxx Name: Kxxx X. Xxxxxx Title: Attorney-In-Fact TEXAS MATERNAL FETAL MEDICINE BILLING, INC. TEXAS NEWBORN SERVICES, INC. TUCSON PERINATAL SERVICES, P.C. By: /s/ Kxxx X. Xxxxxx Name: Kxxx X. Xxxxxx Title: Attorney-In-Fact BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: /s/ Rxxxxxx Xxxxxxxx Name: Rxxxxxx Xxxxxxxx Title: Vice President HSBC BANK USA, NATIONAL ASSOCIATION By: /s/ Jxxx X. Xxxx Name: Jxxx X. Xxxx Title: Senior Vice President SUNTRUST BANK By: /s/ Dxxxx X. Xxxxxxxxx Name: Dxxxx X. Xxxxxxxxx Title: Managing Director U.S. BANK NATIONAL ASSOCIATION By: /s/ S. Xxxxxx Choppin Name: S. Xxxxxx Choppin Title: Senior Vice President WACHOVIA BANK, N.A. By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ J. X. Xxxxxx Name: J. X. Xxxxxx Title: Senior Vice President UBS LOAN FINANCE LLC By: /s/ Wxxxxxx X. Saint Name: Wxxxxxx X. Saint Title: Director Banking Products Services, US By: /s/ Jxxxxxx Xxxxxxxxx Name: Jxxxxxx Xxxxxxxxx Title: Associate Director Banking Products Services, US THE INTERNATIONAL BANK OF MIAMI, N.A. By: /s/ Panayiotis Ch. Zotos Name: Panayiotis Ch. Zotos Title: Senior Vice President

Acquisitions. Enter into Make any agreementAcquisition other than a Permitted Acquisition. As used herein, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an the term “Acquisition” shall mean any transaction, or take any action to solicit series of transactions, by which a Borrower or any of its Subsidiaries directly or indirectly (a) acquires any ongoing business unit or all or substantially all of the tender assets of securities any Person, whether through the purchase of assets, merger or proxies in respect thereof in order to effect any Acquisitionotherwise, (eachb) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a corporation which have ordinary voting power for the election of directors or (c) acquires control of 50% or more ownership interest in any partnership or joint venture. As used herein, an the term “Permitted Acquisition” shall mean any Acquisition Arrangement”by Remington or any of its Subsidiaries (other than Factors or Brands) unless in which each of the following conditions is satisfied: (i1) 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 that is the subject of Acquisition is related or substantially similar to be acquired are substantially the same as one or more line or lines business of business conducted by the Company Remington and its SubsidiariesSubsidiaries on the date hereof; (2) immediately before and after giving effect to such Acquisition, 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 andwould result therefrom, Borrowers shall have Projected Availability of not less than $12,500,000 and each Borrower shall be Solvent; (iii3) if the aggregate Cost consideration (other than common stock and warrants or options to acquire common stock) paid by Borrowers and/or any of Acquisition of all Acquisitions their Subsidiaries (including the assumption of any Debt) in connection with all such Acquisitionacquisitions from and after the Closing Date does not exceed $7,500,000; (4) 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 case 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 assets of a Person, there will be no Liens on any of such assets after the Acquisition other than Permitted Liens; (5) at least 5 Domestic Business Days before the Acquisition, Borrowers shall have delivered to Agent (i) a Compliance Certificate for the period of 4 full Fiscal Quarters immediately preceding such Acquisition (prepared in good faith and in a manner and using such methodology that is consistent with the most recent financial statements delivered to Agent pursuant to this Agreement) giving pro forma effect to the consummation of such Acquisition and evidencing compliance with the covenants contained in Section 10.3 hereof, and (ii) a certificate from the chief financial officer of Borrowers and related projections which demonstrate to the satisfaction of Agent that Borrowers shall remain in pro-forma compliance with all financial covenants set forth in Section 10.3 of this Agreement and, during the Availability Test Period, shall satisfy the Minimum Availability Condition after giving pro forma effect to the consummation of such Acquisition; (6) Agent shall have received copies of (i) the definitive documents, (ii) lien search reports, title insurance commitments and environmental assessments, if any, obtained by or provided to Borrowers, (iii) historical financial statements of the Person to be acquired, including the audited financial statements for such Person’s assetsmost recently completed fiscal year, certified by its independent certified public accountants, if any, and (iv) all other financial information, and such other documents and information of the Person to be acquired, including related due diligence documents, as Agent may reasonably request; (7) Agent contemporaneously with the closing of such Acquisition shall have received (i) such documents and instruments as may be necessary to grant or confirm to Agent a first priority perfected Lien on and security interest in all of the assets so acquired, and (ii) if a Person is acquired and not merged into a Borrower and such Person becomes a Subsidiary other than a Foreign Subsidiary, a guaranty of the Obligations and a security agreement (together with applicable UCC-1 financing statements) executed by such Person, together with such other collateral documents and opinions of counsel relating to the validity, legality and enforceability of the legal documentation described in clauses (i) and (ii) of this subsection and the creation of a perfected Lien on such assets or Equity Interests as may be reasonably requested by Agent; and (8) if so requested by Agent (and Agent shall make such request at the direction of the Required Lenders), in the case of any Acquisition of Equity Interests, such Equity Interests shall promptly be pledged to Agent as security for the payment of the Obligations pursuant to documentation acceptable to Agent; provided, however, only sixty-five percent (65%) of the Equity Interests of any Foreign Subsidiary shall be so pledged. If such assets consist of Inventory acquired by Remington or Accounts acquired by a Borrower that are to be included in the Borrowing Base simultaneously with the consummation of the Permitted Acquisition, Agent’s examiners shall have completed a field exam and audit of the Person to be acquired, in scope and with results reasonably acceptable to Agent, or if such field exam and audit are not conducted prior to the consummation of such Permitted Acquisition, then any Accounts or Inventory of such Person to be acquired shall not be included in the Borrowing Base and shall be ineligible for borrowing purposes until such exam and audit are conducted in scope and with results reasonably acceptable 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, other than the Bicycle 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 $65,000,00035,000,000, (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; 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 including with respect to which real property constitutes all or substantially all 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 Person’s assetsfiscal year in respect of Permitted Acquisition Earn-Outs (excluding the Lehigh Earn-Out and the Bicycle Earn-Out), shall not exceed in the aggregate $75,000,000; provided that the Costs of Acquisition for the Xxxx-Xxxxxxx Acquisition and the Bicycle Acquisition shall not count against the annual aggregate limit set forth in subpart (v) above.

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 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 124 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, 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 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 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 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 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 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 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 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 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 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 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 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 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, 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 Make or consummate 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 of the Company Borrower and its Subsidiaries, or substantially related or incidental theretoSubsidiaries described in the Private Placement Memorandum, (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 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 Parent or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Parent or a wholly-owned Subsidiary), (iv) the Parent shall have furnished to the Agent (A) pro forma historical financial statements as of the end of the most recently completed Fiscal Year of the Parent and most recent interim fiscal quarter, if applicable giving effect to such Acquisition, (B) a certificate in the form of Exhibit I 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 and (C) financial statements of the acquired Person or entity for not less than the most recent three years, the most recent of which shall be audited if required under Regulation SX of the Securities Act of 1933, as amended, (v) after at least 35% of the consummation Cost of Acquisition shall be paid in the form of common stock of the Parent, (vi) the proceeds of Loans used to pay the Cost of Acquisition shall not exceed three (3) times the consolidated EBITDA of the acquired Person or assets for the preceding 12 calendar months (determined in the same manner as set forth in the definition of "Consolidated EBITDA") but for the acquired Person or assets), and (vii) the Required Lenders shall consent to such AcquisitionAcquisition in their discretion; provided, however, that the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided thatconditions set forth in clauses (iv), clause (iiiv), (vi) and (vii) of this Section 7.12 9.2 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute in the case of an Acquisition of a Person with respect where either (x), prior to which real property constitutes all or substantially all the occurrence of the Equity Event the Consolidated Leverage Ratio is equal to or less than 1.50 to 1.00 before and after giving effect to such Person’s assetsAcquisition, and after the Equity Event is equal to or less than 2.00 to 1.00, or (y) the cash portion of the Cost of Acquisition is not greater than $3,000,000.