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

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

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

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (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 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 The Borrower shall not, and shall not permit any agreementSubsidiary of Borrower to, contractmake any Acquisitions; provided, binding commitment or other arrangement providing for a transaction which wouldhowever, 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”a) 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 and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default and (b) immediately after giving effect to the proposed transaction the Unused Portion shall be no less than $12,500,000, the Borrower or any Subsidiary of the Borrower may make Acquisitions so long as (i) such Acquisition andshall not be opposed by the board of the directors of the Person being acquired, (ii) the Lenders shall have received written notice at least 30 Business Days prior to the date of such Acquisition, (iii) if the aggregate Cost Acquisition Consideration for such Acquisition is greater than $25,000,000, the Administrative Agent shall have received at least 15 Business Days prior to the date of such Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect a Compliance Certificate setting forth the covenant calculations both immediately prior 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 and 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 proposed Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) if the Person Acquisition Consideration for such Acquisition is greater than $50,000,000, the Determining Lenders shall have approved such Acquisition in writing, (v) the assets, property or business acquired shall be in the business described in Section 4.1(d) hereof and the Administrative Agent for the benefit of the Lenders shall have obtained a wholly-owned first priority Lien in the Inventory, Accounts and intellectual property acquired in such Acquisition, (vi) if such Acquisition results in a Domestic 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 within 5 Business Days of such Acquisition, the Company or any applicable (A) such 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 execute a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all Subsidiary Guaranty of the Obligations and Collateral Documents granting a first priority Lien in the Inventory, Accounts and intellectual property acquired in 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 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 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 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 Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect Consummate any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoa Permitted Business, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000100,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as a certificate in the form of the end Exhibit L stating that no Default or Event of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and Default (zincluding any Default under Section 7.10(b)) the Company and its Subsidiaries shall be in Pro Forma Compliance would exist immediately after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementsthereto, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into a Subsidiary or the Company or a wholly-owned Subsidiary(as permitted by Section 7.04), immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be a Subsidiary or the Company or a wholly-owned SubsidiaryCompany), and (viv) after giving effect to such Acquisition, the aggregate Costs of Acquisition incurred in any fiscal year (on a noncumulative basis, with the effect that amounts not incurred in any fiscal year may not be carried forward to a subsequent period) shall not exceed $100,000,000 in the aggregate unless (in the case of clause (iii)) both immediately before and immediately after such Acquisition (giving pro forma effect to the consummation of such AcquisitionAcquisition as if such Acquisition occurred on the first day of the four fiscal quarters most recently ended, and giving pro forma effect to the incurrence, repayment, prepayment, redemption or defeasance of any Indebtedness in connection therewith) either (Y) the Consolidated Leverage Ratio is less than 3.75 to 1.00 or (Z) the sum of (1) the Company’s Unencumbered Cash and Cash Equivalents, plus (2) the aggregate amounts available to the Company under Permitted Securitization Facilities with regard to which the Company has the present ability to satisfy all conditions precedent to its ability to obtain such amounts immediately thereunder, plus (3) so long as the Company has the present ability to satisfy all conditions precedent set forth in Section 4.02, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which wouldamount, if consummatedany, constitute an Acquisition of a Person with respect to by which real property constitutes all or substantially all of the such Person’s assetsAggregate Commitments exceed the Total Outstandings, exceeds $500,000,000.

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

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

Acquisitions. Enter into any agreement, contract, binding ------------ commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility 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 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 $125,000,000, the Borrower shall have furnished to the Agent a certificate in the 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 7.6(a) or Section 8.1(a) or (b) giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of 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 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 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 or would result from such Acquisition, and (e) either immediately prior to or immediately (i) (A) the Leverage Ratio, calculated on a pro forma basis 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 beginning of the period of four fiscal quarters most recently completed fiscal year of the Company and most recent interim fiscal quarterended, if applicable, giving effect is less than 3.0 to such Acquisition and all other Acquisitions consummated since such fiscal year end, 1.0 and (zB) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such Acquisition, as evidenced Liquidity would be greater than or equal to $15,000,000, or (ii) (A) the total consideration (including the adjustment of purchase price or similar adjustments) for such Acquisition and all other Acquisitions permitted under this clause (e)(ii) during any fiscal year expended by a Pro Forma Compliance Certificate delivered simultaneously the Borrower or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount equal to $20,000,000 plus the aggregate amount of any Acquisitions financed with such Equity Issuance Proceeds and (B) the Borrower and its Subsidiaries shall be in pro forma historical compliance with the financial statementscovenants in Sections 6.16, (iv) the Person acquired shall be a wholly-owned Subsidiary6.17, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation and 6.18 after giving effect to such Acquisition as 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 beginning of the such Person’s assetsperiod of four fiscal quarters most recently ended.

Acquisitions. Enter into (a) The Borrower will not, and will not permit any agreementof its Subsidiaries to, contractmake any Acquisition of any Person, 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 except as follows: (i) the Person to Acquisition shall be (or whose assets are to be) acquired does not oppose such Acquisition and with the material line or lines of business consent of the Person (non-hostile); (ii) the total consideration for the Acquisition shall not exceed $20,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during any 12-month period shall not exceed $50,000,000 in the aggregate (provided, however, that the acquisition of Premier Oilfield Services Holdings Limited and its affiliates shall not count against this $50,000,000 limit); (iv) the business and assets subject to the Acquisition shall be acquired are substantially in the same as one or more line or lines of business conducted by as the Company Borrower and its Subsidiaries; (v) the location of the corporate or company headquarters of the Person subject to the Acquisition shall be in the United States of America and less than a Substantial Portion of the assets of the Borrower and the 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 taken as a whole 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 shall be located outside of the same fiscal yearUnited States of America at any one time; (vi) is in excess at the time of $65,000,000the Acquisition, no Unmatured Default and no Default shall exist; (xvii) no Default would shall exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as a result of the end Acquisition; (viii) in the case of a merger, the Borrower or a Subsidiary of the most recently completed fiscal year of Borrower shall be the Company and most recent interim fiscal quartersurviving entity; (ix) immediately following the Acquisition, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect compliance with all material applicable laws and regulations; (x) the Borrower and the affected Subsidiaries shall grant a security interest in the stock or membership interest or partnership interest in any new Subsidiary in favor of the Agent and the Lenders in which the Borrower has invested more than $1,000,000; (xi) if the Person subject to such Acquisitionthe Acquisition becomes a Domestic Subsidiary, as evidenced by the Domestic Subsidiary shall execute (A) if applicable, a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementssecurity agreement in any securities of any Subsidiaries of the new Subsidiary, (ivB) one or more security agreements in the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation assets of the Acquisition (or if assets are being acquired, Domestic Subsidiary to the acquiror shall be the Company or a wholly-owned Subsidiaryextent required by Section 2.19(c), and (vC) after a solidary (joint and several) guaranty of the consummation Secured Obligations if required by Section 2.19(c); (xii) the Borrower shall submit a legal opinion with respect to the Acquisition to the Agent, in form and substance reasonably satisfactory to the agent; (xiii) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of such availability under the Revolving Loan Commitment immediately following the Acquisition; and (xiv) based on pro forma financial statements, the Leverage Ratio immediately following the Acquisition shall be at least 0.375 below the maximum Leverage Ratio required by this Agreement at the time of the Acquisition. If the Borrower desires a waiver or modification of any of the foregoing conditions in the case of a particular Acquisition, approval of the Company Required Lenders must be obtained; any approval of a waiver or any applicable Subsidiary shall have complied with the provisions modification of Section 6.14; provided that, clause (iii) of this Section 7.12 a condition for a particular Acquisition shall not apply to any agreement, contract, or be binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person on the Lenders with respect to which real property constitutes all or substantially all of the such Person’s assetsany subsequent Acquisition.

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 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 The Borrower will not, and will not permit any agreementof its Subsidiaries to, contractmake any Acquisition of any Person, 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 except as follows: (i) the Person to Acquisition shall be (or whose assets are to be) acquired does not oppose such Acquisition and with the material line or lines of business consent of the Person (non-hostile); (ii) the total consideration for the Acquisition shall not exceed $10,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during the term of this Agreement shall not exceed $30,000,000 in the aggregate (provided, however, that the acquisition of International Snubbing Services, Inc. and its affiliates shall not count against this $30,000,000 limit); (iv) the business and assets subject to the Acquisition shall be acquired are substantially in the same as one or more line or lines of business conducted by as the Company Borrower and its Subsidiaries; (v) the location of the corporate or company headquarters of the Person subject to the Acquisition shall be in the United States of America and less than a Substantial Portion of the assets of the Borrower and the 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 taken as a whole 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 shall be located outside of the same fiscal yearUnited States of America at any one time; (vi) is in excess at the time of $65,000,000the Acquisition, no Unmatured Default and no Default shall exist; (xvii) no Default would shall exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished to the Administrative Agent pro forma historical financial statements as a result of the end Acquisition; (viii) in the case of a merger, the Borrower or a Subsidiary of the most recently completed fiscal year of Borrower shall be the Company and most recent interim fiscal quartersurviving entity; (ix) immediately following the Acquisition, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect compliance with all material applicable laws and regulations; (x) the Borrower and the affected Subsidiaries shall grant a security interest in the assets subject to such Acquisitionthe Acquisition similar in nature to the Collateral and in the stock membership interest or partnership interest in any new Subsidiary in favor of the Agent and the Lenders in which the Borrower has invested more than $1,000,000; (xi) the Borrower shall submit a legal opinion with respect to the Acquisition to the Agent, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such in form and substance reasonably satisfactory to the agent; (xii) based on pro forma historical financial statements, the Borrower shall have at least $15,000,000 of availability under the Revolving Loan Commitment immediately following the Acquisition; and (ivxiii) based on pro forma financial statements, the Person acquired Leverage Ratio immediately following the Acquisition shall be a wholly-owned Subsidiary, or be merged into at least 0.375 below the Company or a wholly-owned Subsidiary, immediately upon consummation maximum Leverage Ratio required by this Agreement at the time of the Acquisition (Acquisition. If the Borrower desires a waiver or if assets are being acquired, modification of any of the acquiror shall be foregoing conditions in the Company or case of a wholly-owned Subsidiary), and (v) after the consummation of such particular Acquisition, approval of the Company Required Lenders must be obtained; any approval of a waiver or any applicable Subsidiary shall have complied with the provisions modification of Section 6.14; provided that, clause (iii) of this Section 7.12 a condition for a particular Acquisition shall not apply to any agreement, contract, or be binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person on the Lenders with respect to which real property constitutes all or substantially all of the such Person’s assetsany subsequent Acquisition.

Acquisitions. Enter into The Borrower shall not, and shall not permit any agreementof its Subsidiaries to, contractmake any Acquisitions; provided, binding commitment or other arrangement providing for a transaction which wouldhowever, 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 and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Borrower or any of its Subsidiaries may make Acquisitions so long as (a) such Acquisition andshall not be opposed by the board of the directors of the Person being acquired, (iiib) if the aggregate Cost Acquisition Consideration for such Acquisition is greater than or equal to $25,000,000, the Lenders shall have received written notice thereof at least 5 Business Days prior to the date 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 together with a Compliance Certificate setting forth the covenant calculations both immediately prior to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately and after giving effect to the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that the Borrower projects to be eliminated by such Acquisitionsproposed Acquisition, (yc) the Company assets, property or business acquired shall have furnished be primarily in the business described in Section 4.1(d) hereof, (d) if such Acquisition results in a Subsidiary which is to be a Guarantor, (i) such Subsidiary shall execute a Subsidiary Guaranty and (ii) the Administrative Agent pro forma historical financial statements as on behalf of the end Lenders shall receive such board resolutions, officer's certificates and opinions of counsel as the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to Administrative Agent shall reasonably request in connection with such Acquisition and all other Acquisitions consummated since such fiscal year end, Acquisition; and (ze) the Company aggregate Acquisition Consideration for all Non-Guarantors, together with Investments in Non-Guarantors (calculated as provided in Section 7.4(f) hereof) and its Subsidiaries shall be other Investments (calculated as provided in Pro Forma Compliance after giving effect Section 7.4(g) hereof) pursuant to such AcquisitionSection 7.4(g) hereof, 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 exceed an amount equal to the sum of (i) $7,000,000 plus (ii) 10% of Net Worth at 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 assetstime.

Acquisitions. Enter into The Borrower shall not, and shall not permit any agreementof its Subsidiaries to, contractmake any Acquisitions; provided, binding commitment or other arrangement providing for a transaction which wouldhowever, 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”a) 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 and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default and (b) immediately after giving effect to such the proposed transaction the Revolver Availability shall be no less than (i) $40,000,000 if the Acquisition andoccurs in a fiscal quarter ending March 31, (ii) $25,000,000 if the Acquisition occurs in a fiscal quarter ending June 30, (iii) $15,000,000 if the aggregate Cost Acquisition occurs in a fiscal quarter ending September 30, or (iv) $20,000,000 if the Acquisition occurs in a fiscal quarter ending December 31, the Borrower or any of its Subsidiaries may make Acquisitions so long as (i) such Acquisition shall not be opposed by the board of all Acquisitions the directors of the Person being acquired, (including such Acquisitionii) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect the Lenders shall have received written notice thereof at least 15 Business Days prior to the date of such Acquisition, whether or not occurring or expected (iii) the Administrative Agent shall have received at least 10 Business Days prior to occur in the same fiscal year) is in excess date of $65,000,000, (x) no Default would exist such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and 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 proposed Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person assets, property or business acquired shall be in the business described in Section 4.1(d) hereof and the Administrative Agent for the benefit of the Lenders shall have a wholly-owned first priority Lien (subject to the Intercreditor Agreement) in substantially all of such assets (or, if less than substantially all of such assets, such assets required by the Determining Lenders to be pledged), except for Permitted Liens, (v) if such Acquisition results in a Domestic Subsidiary, or be merged into the Company or (A) such Subsidiary shall execute a wholly-owned Subsidiary, immediately upon consummation Subsidiary Guaranty of the Acquisition Obligations and Collateral Documents granting a first priority Lien (or subject to the Intercreditor Agreement) in substantially all of such assets (or, if less than substantially all of such assets, all assets are being acquiredrequired by the Determining Lenders to be pledged), except for Permitted Liens to secure the acquiror Obligations, (B) 100% of such Subsidiary's Capital Stock shall be pledged to secure the Company or a wholly-owned Subsidiary)Obligations and (C) the Administrative Agent on behalf of the Lenders shall have received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in clauses (A) and (B) above, and (vvi) after the consummation if such Acquisition results in a direct Foreign Subsidiary, (A) 65% of such Acquisition, Subsidiary's Capital Stock shall be pledged to secure the Company or any applicable Subsidiary Obligations and (B) the Administrative Agent on behalf of the Lenders shall have complied received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the provisions of Section 6.14; provided that, clause (iiiA) 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 assetsimmediately preceding."

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 AGCO 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 endnot, 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 permit any agreementRestricted Subsidiary to, contract, binding commitment engage in or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition consummate any acquisition of a Person with respect to which real property constitutes all or substantially all of the assets of a business or a business unit, or all or substantially all of the operating assets of any Person, or assets which constitute all or substantially all of the assets of a division or a separate or separable line of business of any Person, or all or substantially all of the Stock of any other Person, except (a) the acquisition of Target and its Subsidiaries in connection with the Acquisition, and (b) Investments and acquisitions in other assets or Persons after the Initial Funding Date by AGCO and its Wholly Owned Restricted Subsidiaries; provided (i) any Person acquired will be a Restricted Subsidiary immediately after such Person’s assetsInvestment or acquisition, (ii) such assets are usable in, or Person is primarily engaged in, businesses that are related, ancillary or complementary to the business of AGCO and its Restricted Subsidiaries as of the Initial Funding Date, (iii) no Default then exists or would be caused thereby, (iv) the pro forma cash flow and operating statements of AGCO on a Consolidated basis after giving effect to such acquisition or Investment demonstrate to the satisfaction of the Administrative Agent that AGCO will be in compliance with the financial and other covenants hereunder at the time of the acquisition or Investment through the four fiscal quarter period thereafter, (v) prior to making any such acquisition or Investment, AGCO shall provide to the Administrative Agent and the Lenders a certificate of the Chief Financial Officer of AGCO certifying (A) that AGCO is in compliance with the financial covenants hereof before and after giving effect to such acquisition or Investment, (B) that no Event of Default then exists or would be caused thereby and (C) the total amount of such acquisition or Investment and the full name and state of organization of any new Subsidiary created for the purpose of effecting such acquisition or Investment, (vi) to the extent the Person acquired is a Material Subsidiary, the Administrative Agent shall have received all documents required by Section 5.15 hereof, and (vii) the purchase price (including the principal amount of any Indebtedness assumed, paid off or otherwise satisfied by AGCO or a Restricted Subsidiary in such transaction but excluding the portion of the purchase price paid for solely in Common Stock of AGCO) of all such acquisitions and Investments made shall not exceed U.S. $50,000,000 (or the Equivalent Amount thereof) during any fiscal year (the "Acquisition Amount Basket"); provided, however, the unused Acquisition Amount Basket in any fiscal year may be carried forward to subsequent fiscal years; and, provided further, AGCO may make such acquisitions and/or Investments in excess of the Acquisition Amount Basket in any fiscal year if (x) the Total Debt Ratio, as of the last day of the fiscal quarter immediately prior to the making of such acquisition or Investment, is less than or equal to 4.00 to 1.00, and (y) as of the last day of each fiscal quarter thereafter, AGCO maintains a Total Debt Ratio less than or equal to 4.25 to 1.00, or such lesser ratio as may be required by Section 7.18(a) hereof.

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 The Borrower shall not, and shall not permit any agreementSubsidiary to make (a) any single Acquisition during the period commencing on the Agreement Date and ending on December 31, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition1996, or take during any action fiscal year ending after December 31, 1996, the Acquisition Consideration for which exceeds $2,500,000; (b) any single Acquisition during the period commencing on the Agreement Date and ending on December 31, 1996, or during any fiscal year ending after December 31, 1996, if, during any such period, aggregate Acquisition Consideration given by the Borrower and the Subsidiaries for Acquisitions prior to solicit the tender of securities such Acquisition shall have equalled or proxies in respect thereof in order to effect exceeded $5,000,000; (c) any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person Lenders shall have received prior written notice at least 30 Business Days prior to be (or whose assets are to be) acquired does not oppose the date of 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 theretotransaction, (ii) no Default or Revolving and Floorplan Facility Default the Administrative Lender shall have occurred and be continuing either immediately received at least 10 Business Days prior to or immediately the date of such transaction a Compliance Certificate in the form required by Section 6.3 hereof, but setting forth the covenant calculations described in Section 6.3(a) hereof both prior to and after giving effect to such Acquisition andthe proposed transaction, (iii) if the aggregate Cost no Default or Event of Acquisition of all Acquisitions (including Default shall exist prior to or after 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 Subsidiarywho is, or be merged into whose assets are being, acquired is engaged in the Company or a wholly-owned SubsidiaryBorrower's Business, immediately upon consummation (v) the capital stock, partnership interests and Intercompany Notes, as applicable, of the Acquisition Subsidiary being acquired are pledged pursuant to the appropriate Pledge Agreement, (or if vi) the assets are of the Subsidiary being acquired, or the acquiror shall be assets being acquired, are pledged pursuant to the Company or appropriate Security Agreement, (vii) the Subsidiary being acquired becomes party to a wholly-owned Subsidiary)Subsidiary Guaranty, and (vd) after any Acquisition the consummation of such Acquisition, aggregate Acquisition Consideration for which equals or exceeds $2,500,000 unless (in addition to the Company or any applicable Subsidiary shall have complied foregoing requirements and limitations) each Lender receives financial projections in form and substance acceptable to the Lenders and demonstrating compliance with (i) the provisions of covenants described in Section 6.14; provided that, clause 6.3(a) hereof and (iiiii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for the required repayments as a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all result of the reductions in the Commitment set forth in Section 2.6(c) hereof, each after giving effect to such Person’s assetsacquisition and for the period beginning on such date of acquisition and ending on the Maturity Date.

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

Acquisitions. Enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an 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 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 $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company and 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 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, (iii) the Person acquired shall have Consolidated EBITDA for the immediately preceding twelve-month period greater than zero, (iv) immediately after giving effect thereto, Available Liquidity shall be greater than or equal to $25,000,000, (v) 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, (vi) 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), and (vvii) after the consummation of such Acquisition, the Company or any applicable Subsidiary Acquisition 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 be for a transaction which would, if consummated, constitute an Cost of Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsnot more than $20,000,000.

Acquisitions. Enter into (a) The Borrower will not, and will not permit any agreementof its Subsidiaries to, contractmake any Acquisition of any Person, binding commitment or other arrangement providing for a transaction which wouldthan (A) the consummation of the Transaction, if consummated, constitute an and (B) the Projected 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 except as follows: (i) the Person to Acquisition shall be (or whose assets are to be) acquired does not oppose such Acquisition and with the material line or lines of business consent 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, (non-hostile); (ii) no Default or Revolving and Floorplan Facility Default the total consideration for the Acquisition shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, not exceed $75,000,000; (iii) if the aggregate Cost of Acquisition total consideration (including all Additional Contingent Consideration) of all Acquisitions (including such Acquisition) occurring in during any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or 12-month period shall not occurring or expected to occur exceed $150,000,000 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, aggregate; (iv) the Person acquired business and assets subject to the Acquisition shall be a wholly-owned Subsidiary, or be merged into in the Company or a wholly-owned Subsidiary, immediately upon consummation same line of business as the Borrower and its Subsidiaries; (v) at the time of the Acquisition Acquisition, no Default and no Event of Default shall exist; (or if assets are being acquiredvi) no Event of Default shall exist as a result of the Acquisition; (vii) in the case of a merger of the Borrower, the acquiror Borrower shall be the Company surviving entity; (viii) the Borrower and the affected Subsidiaries shall grant a security interest in the stock or membership interest or partnership interest in any new Subsidiary in favor of the Agent and the Lenders if required by Section 2.18(b); (ix) if the Person subject to the Acquisition becomes a wholly-owned Domestic Subsidiary, and if required by Section 2.18(b), the Domestic Subsidiary shall execute (A) a security agreement in any securities of any Subsidiaries of the new Subsidiary, (B) one or more security agreements in the assets of the Domestic Subsidiary, and (vC) after a joint and several guaranty of the consummation of such AcquisitionSecured Obligations; (x) if required by the Agent, the Company or any applicable Subsidiary 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 submit a transaction which would, if consummated, constitute an Acquisition of a Person legal opinion with respect to which real property constitutes all or substantially all the Acquisition to the Agent, in form and substance reasonably satisfactory to the agent; and (xi) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of availability under the such Person’s assetsRevolving Loan Commitment immediately following the Acquisition.

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 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, or Consummate any Acquisition unless: (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially either (i) constitute Core Businesses or (ii) consist of the sales of products to the same as one or more line or lines of business conducted end-markets served by the Company 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 andAcquisition; provided that, in the case of any Limited Condition Transaction, such condition shall be limited to any Specified Default; (iiic) 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 after giving pro forma effect to such AcquisitionAcquisition and all Indebtedness incurred or repaid in connection therewith, whether the Borrower Agent has delivered a certificate to the Administrative Agent demonstrating that either (i) Pro Forma Availability is greater than or not occurring or expected equal to occur in the same fiscal year) is in excess greater of 15% of the Loan Cap and $65,000,000, (x) no Default would exist 26,250,000 for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto, or (ii) Pro Forma Availability is greater than or equal to the greater of 10%, but less than 15%, of the Loan Cap and $17,500,000 for each day during the 30 day period prior to such AcquisitionsAcquisition and immediately after giving effect thereto, and in the case of this clause (yii) the Company Consolidated Fixed Charge Coverage Ratio (calculated on a pro forma basis giving effect to such Acquisition and any Indebtedness incurred in connection therewith and any other relevant factor, all in accordance with Section 1.03(d)) as of the most recently ended Measurement Period shall be at least 1.00 to 1.00; and (d) the Borrower Agent shall have furnished to the Administrative Agent pro forma historical financial statements prior to the date on which any such Acquisition is to be consummated, a certificate of a Responsible Officer of the Borrower Agent, in form and substance reasonably satisfactory to the Administrative Agent, (i) certifying that all of the requirements set forth above will be satisfied on or prior to the consummation of such Acquisition and (ii) a reasonably detailed calculation of item (c) above (and such certificate shall be updated as necessary to make it accurate as of the end date the Acquisition is consummated). Except as otherwise provided in the definitions of "Accounts Formula Amount" and "Inventory Formula Amount", none of the most recently completed fiscal year Accounts or Inventory of any Person acquired or created in an Acquisition shall be included in the calculation of the Company Borrowing Base until (y) the Administrative Agent has conducted Field Exams and most recent interim fiscal quarter, if applicable, giving effect appraisals reasonably required by it with results reasonably satisfactory to such Acquisition and all other Acquisitions consummated since such fiscal year end, the Agent and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to Person owning such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired Accounts or Inventory shall be a direct or indirect wholly-owned Subsidiary, or be merged into Subsidiary of the Company or and have become 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.Borrower. 8.14

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

Acquisitions. Enter into No Loan Party 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 Restrictions on acquisitions other than, amongst others, any agreement, contract, binding commitment acquisition by a Group Member of at least a majority stake in an acquired entity which is not located or other arrangement providing for organized within a transaction which would, if consummated, constitute an sanctioned country in violation of application sanctions (a 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 where (i) no non-payment, insolvency, insolvency proceeding or creditors’ process Event of Default is continuing or would occur as a result of completion of such acquisition (which is determined on the Person date of any Group Member’s entry into a legally binding commitment to be (or whose assets are to be) acquired does not oppose make 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 theretoacquisition), (ii) no Default or Revolving and Floorplan Facility Default shall have occurred and be continuing either immediately prior to or immediately after giving pro forma effect to such Acquisition andacquisition (taking into account any cost savings and synergies (calculated on the same basis as Adjusted EBITDA)) and as if the consideration for such acquisition had been paid and the Financial Indebtedness incurred or to be incurred in connection with such acquisition had been fully utilized and applied towards such acquisition at the last day of that most recent Relevant Period, the Group is in compliance with the Net Leverage Ratio required for the most recently ended testing period for which accounts are required to have been delivered, (iii) if the aggregate Cost principal business of Acquisition the acquired entity falls within the general nature of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition the business of the Group or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) acquired entity is in excess a line of $65,000,000business that is similar, (x) no Default would exist immediately after giving effect to such Acquisitionscomplementary, (y) the Company shall have furnished compatible or related to the Administrative Agent pro forma historical financial statements as of Group’s core business or is reasonably related, synergistic, incidental or ancillary to, 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 statementscore business, (iv) any debt incurred to finance such acquisition is permitted financial indebtedness under 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)Facility Agreement, and (v) after if the consummation of total cash consideration payable is greater than US$10million (or its equivalent), any due diligence reports (to the extent prepared) are provided to the Finance Parties on a non-reliance basis, provided that no Group Member shall acquire any additional hospitals (unless such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause acquisition is funded from paragraphs (iiii) and (ii) of this Section 7.12 shall not apply the definition of Acceptable Funding Sources), provided further that the considerations paid by the Group Members for any Permitted Acquisition to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition in respect of a Person with respect HHH Group Member shall be subject to which real property constitutes all or substantially all of the such Person’s assetsGeneral Basket and other restrictions provided in paragraph (z) (General Restrictions).

Acquisitions. Enter The Borrower will not, and will not permit any of the Subsidiaries to, acquire or enter into any agreement, contract, binding commitment agreement to acquire (a) any Person 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 AcquisitionFacility, (eachb) all or substantially all of the assets of any Person or (c) except in the ordinary course of business, an “Acquisition Arrangement”) assets that are, taken as a whole, substantial in relation to the Borrower, in each case unless (i) the Person or Facility to be (acquired is in, or whose the 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 used in, substantially the same as one or more line or lines of business conducted as or a line of business reasonably related or complementary to the businesses presently engaged in by the Company Borrower and its the Subsidiaries, or substantially related or incidental thereto, and (ii) on each occasion when the aggregate amount of cash expended and Indebtedness assumed in connection with acquisitions permitted pursuant to this Section 6.08 shall have exceeded $50,000,000 and each multiple of $5,000,000 in excess thereof during any Fiscal Year, the Borrower shall have furnished to the Administrative Agent a certificate prepared and certified by a Financial Officer on a historical pro forma basis giving effect to all such acquisitions consummated during the applicable Fiscal Year, which certificate shall demonstrate (x) that 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 Event 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, thereto and (y) that the Company shall have furnished Leverage Ratio would be equal to or less than the Administrative Agent pro forma historical financial statements as of the end of Leverage Ratio set forth in the most recently completed fiscal year recent certificate of the Company and most recent interim fiscal quartera Financial Officer delivered pursuant to Section 5.01(b)(iv), 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 each case immediately after giving effect to all such Acquisitionacquisitions; provided, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementshowever, that (iv1) the Person acquired no acquisition shall be permitted under this Section 6.08 if a wholly-owned Subsidiary, Default or be merged into the Company or a wholly-owned Subsidiary, Event of Default would exist immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary)after giving effect thereto, and (v2) after the consummation aggregate amount of such Acquisitioncash expended and Indebtedness assumed in connection with acquisitions permitted pursuant to this Section 6.08 shall not exceed (X) at any time prior to the first anniversary of the Effective Date, $60,000,000 during any Fiscal Year and (Y) otherwise, $180,000,000 during any Fiscal Year. Notwithstanding the foregoing provisions of this Section, the Company or Borrower and the Subsidiaries shall be permitted to engage in the Birmingham Hospital Transactions, and the Birmingham Hospital Transactions shall be disregarded for purposes of any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of calculations under this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets6.08.

Acquisitions. Enter into The Borrower shall not, and shall not permit any agreementRestricted Subsidiary of the Borrower to, contractmake any Acquisitions; provided, binding commitment or other arrangement providing for a transaction which wouldhowever, if consummatedimmediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, constitute an Acquisition, the Borrower or take any action to solicit Restricted Subsidiary of the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless Borrower may make Acquisitions so long as (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and shall not be opposed by the material line or lines board of business the directors 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 theretobeing acquired, (ii) no Default or Revolving and Floorplan Facility Default Lenders shall have occurred and be continuing either immediately received written notice at least 15 Business Days prior to or immediately the date of such Acquisition, (iii) the Administrative Agent shall have received at least 5 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations on a pro forma basis (after giving effect to such Acquisition and, (iiiand the cost and expense savings related thereto) 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 proposed Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person assets, property or business acquired shall be in the business described in SECTION 4.1(d) hereof, (v) if such Acquisition results in a wholly-owned Restricted Domestic Subsidiary, or be merged into (A) such Subsidiary shall execute a Subsidiary Guaranty of the Company or Obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with the actions described in clause (A) above, and (vi) if such Acquisition results in a wholly-owned Foreign Restricted Subsidiary, (A) 65% of such Subsidiary's Equity Interests shall be pledged to secure the obligations and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request with clause (A) immediately upon consummation preceding. Notwithstanding anything in this SECTION 7.6 or any other provision of this Agreement to the contrary, (a) Acquisition Consideration for Acquisitions during any fiscal year may not exceed $10,000,00 in aggregate amount (excluding the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiarydescribed in SCHEDULE 5 hereto), and (vb) the aggregate amount of expenditures in respect of Acquisitions of, and Investments in, Unrestricted Subsidiaries by the Borrower and the Restricted Subsidiaries 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 Agreement 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 the such Person’s assetsamount permitted by SECTION 7.3(f) hereof.

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 The Borrower will not, and will not permit any of the Subsidiaries to, acquire or enter into any agreement, contract, binding commitment agreement to acquire (a) any Person 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 AcquisitionFacility, (eachb) all or substantially all of the assets of any Person or (c) except in the ordinary course of business, an “Acquisition Arrangement”) assets that are, taken as a whole, substantial in relation to the Borrower, in each case unless (i) the Person or Facility to be (acquired is in, or whose the 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 used in, substantially the same as one or more line or lines of business conducted as or a line of business reasonably related or complementary to the businesses presently engaged in by the Company Borrower and its the 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 the Audit Report Date, the aggregate Cost of Acquisition and, does not exceed $25,000,000 and (iii) if the aggregate Borrower has delivered financial statements after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii) and 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 $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 (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, for which financial statements are available after the Audit Report Date under Section 5.01(a)(ii) or 5.01(a)(iii) giving effect to such Acquisition acquisition, (B) a certificate prepared and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after certified by a Financial Officer on an historical pro forma basis giving effect to such Acquisition, as evidenced which certificate shall demonstrate (1) that no Default or Event of Default would exist immediately after giving effect thereto and (2) that the Interest Coverage Ratio would be at least 2.00 to 1.00 immediately after giving effect thereto and (C) in the case of an agreement to acquire a Person, a certificate prepared and certified by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) Financial Officer demonstrating that the Person to be acquired had positive Consolidated EBITDA for the four fiscal quarters preceding the acquisition for which financial statements of such Person are available; provided, however, that the aggregate amount of cash expended and Indebtedness assumed in connection with acquisitions permitted pursuant to this Section 6.08 shall be a wholly-owned Subsidiary, not exceed (x) $100,000,000 during any Fiscal Year or be merged into $200,000,000 in 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) aggregate for all such acquisitions 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 assetsdate hereof.

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 The Borrower will not, nor will it permit any Subsidiary to, enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless unless: (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company Borrower and its Subsidiaries, or substantially related or incidental thereto, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition andAcquisition, (iii) if any Acquisition would require the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect Borrower to such Acquisitionfile an SEC Report, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company Borrower and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) the Company and its Subsidiaries shall be in Pro Forma a Compliance after Certificate prepared on a historical pro forma basis giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto (provided, however, that in each case if such information is not then available for such periods with respect to Borrower, any Subsidiary or the Person being acquired (or from whom assets are being acquired), then such statements may be based instead upon reasonable estimates made by Borrower as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with to the financial performance of such pro forma historical financial statements, Persons for such periods) and (iv) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (v) after the consummation of such Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.. 6.15

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 is a De Minimis 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 Event of Default shall have occurred and be continuing exist either immediately prior to or immediately after giving effect to such Acquisition andDe Minimis Acquisition, or (iiib) if each of 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 following conditions has been satisfied with respect to such Acquisition, whether or not occurring or expected to occur : (i) such Acquisition is undertaken in the same fiscal year) is in excess of $65,000,000accordance with all applicable Laws, (xii) the prior, effective written consent or approval to such Acquisition of the board of directors or equivalent governing body of the acquiree is obtained, (iii) no Default would or Event of Default shall exist either immediately prior to or immediately after giving effect to such AcquisitionsAcquisition, (y) the Company and 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 date of the Audited 2003 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, which Compliance Certificate shall be in Pro Forma Compliance demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iv) after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously Borrower and its Subsidiaries remain in compliance with such pro forma historical financial statementsSection 7.07, (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 giving effect to such Acquisition, the Company or any applicable Subsidiary shall have complied with Maximum Available Amount exceeds the provisions of Section 6.14; provided thatTotal Outstandings by at least $20,000,000, clause and (iiivi) of this Section 7.12 shall not apply after giving effect to any agreementsuch Acquisition consummated as a merger with Borrower or a Guarantor, contract, binding commitment Borrower 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 such Guarantor shall be the continuing or substantially all of the such surviving 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 $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, 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 board of directors of the Person to be (or whose assets are to be) acquired does has not voted to, or recommended to its shareholders to, oppose such Acquisition and the material line or lines requirements of business of Section 9.18 would be satisfied upon 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 theretoconsummation thereof, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred exist and be continuing either immediately prior to or and immediately after giving effect to such Acquisition and, (iii) and if the aggregate Cost of Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in the same fiscal year) is in excess of $65,000,00010,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of Exhibit J prepared on a historical pro forma basis giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementswhich certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iviii) the Person acquired shall be a wholly-owned Restricted Subsidiary, or be merged into the Company Borrower or a wholly-owned Restricted Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Restricted Subsidiary), and (viv) after the consummation of giving effect to such Acquisition, the Company or any applicable Subsidiary shall have complied aggregate Costs of Acquisition incurred since the Closing Date, together with the provisions aggregate amount of all other loans, advances and Investments described in Section 6.14; provided that, clause (iii10.6(l) of this do not exceed the amount permitted under such 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 assets10.6(l).

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 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 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, (iia) 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 shall have furnished to the Administrative Agent (i) pro forma historical financial statements as of the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since (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) (or if no such fiscal year endfinancial statements have been furnished, and (zfrom the date of the financial statements referred to in Section 5.05(b)) 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, (ivb) 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 (vc) after the consummation of giving effect to such Acquisition, the aggregate Costs of Acquisition incurred in any fiscal year of the Company or any applicable Subsidiary shall have complied not exceed $50,000,000 (on a noncumulative basis, with the provisions of Section 6.14; provided thateffect that amounts not incurred in any fiscal year may not be carried forward to a subsequent period) unless, clause (iii) of this Section 7.12 shall not apply both immediately before and immediately after making such Acquisition, the Consolidated Adjusted Leverage Ratio is less than 3.00 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 assets1.00.

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 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, 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 Except (a) for the Permitted Specified Acquisitions, (b) as permitted by Section 7.17 with respect to Holdings, and (c) with respect to Permitted Minority Acquisitions permitted by Section 7.8(h), make any agreement, contract, binding commitment other Acquisition Capital Expenditures or other arrangement providing for purchase any assets constituting a transaction which would, if consummated, constitute an Acquisitionbusiness unit of, or take the Capital Stock of, any action Person, or make any investment in or loan or advance to solicit any Permitted Joint Venture except for Acquisition Capital Expenditures, Permitted Acquisitions and investments in Permitted Joint Ventures involving the tender expenditure (including the principal amount of securities any Indebtedness incurred or proxies assumed in respect thereof in order to effect connection with the same, the continuing Indebtedness of any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the acquired Person to be (or whose assets are to be) acquired does not oppose such outstanding at any time of its Permitted Acquisition and the material line fair market value of any other non-cash consideration, but excluding common stock issued by Holdings as well as the proceeds received from the issuance of common stock of Holdings to the existing stockholders of Holdings or lines to the Sponsor in connection with the financing of business Permitted Acquisitions, which proceeds may be used by the Borrower or its Subsidiaries for Permitted Acquisitions independent of the Person limits set forth in this Section 7.9) in an aggregate amount not to exceed $12,500,000 in the fiscal quarter ended December 31, 2005, $57,500,000 in the fiscal year ended 2006, $60,000,000 in the fiscal year ended 2007, $62,500,000 in the fiscal year ended 2008, $65,000,000 in the fiscal year end 2009, and $67,500,000 in the fiscal year ended 2010 and in each fiscal year thereafter (which amounts shall include a maximum of up to $20,000,000 in each fiscal year which may be used for investments in new Permitted Joint Ventures formed or acquired are substantially after the same as one Closing Date or more line the contribution of cash to existing Permitted Joint Ventures); provided, however, that immediately after giving effect to any such Acquisition Capital Expenditure, Permitted Acquisition or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoinvestments in a Permitted Joint Venture, (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 $65,000,000, (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 endcontinuing, and (zii) the Company Borrower and its Subsidiaries shall be in Pro Forma Compliance compliance, on a pro forma basis as at the end of the last fiscal quarter of the Borrower for which financial statements are available after giving effect to such Acquisitionthereto, with the covenants contained in Section 7.1 calculated as at the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously if such transaction (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed amortized over the applicable testing period in accordance with its terms, and with any Revolving Loans borrowed in connection with such pro forma historical financial statementsacquisition being deemed to be repaid with excess cash balances as available) had occurred on the first day of each relevant period for testing such compliance (provided, (iv) that, with respect to determining the Person acquired compliance by the Borrower and its Subsidiaries with the covenant for Consolidated Leverage Ratio set forth in Section 7.1(a), each such ratio for the respective fiscal quarter set forth therein shall be a wholly-owned Subsidiarydeemed to have been decreased by 0.25, or be merged into the Company or a wholly-owned Subsidiaryprovided, immediately upon consummation of the Acquisition (or if assets are being acquiredfurther, the acquiror shall be the Company or a wholly-owned Subsidiary), and (v) after the consummation of that 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 decrease shall not apply in the event the Consolidated Leverage Ratio is at or less than 4.50 to 1.00). With respect to any agreementsuch amount as set forth above (including the amount allocated to investments in Permitted Joint Ventures), contractwhich is not expended in the period or fiscal year, binding commitment or other arrangement providing as the case may be, for a transaction which wouldit is permitted, if consummated, constitute an Acquisition up to 50% of a Person with respect to which real property constitutes all or substantially all of each such amount may be carried over for expenditure in the such Person’s assetsnext succeeding fiscal year.

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 (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 The Parent shall not, and shall not permit any agreementof its Subsidiaries to, contractmake any Acquisitions; provided, binding commitment or other arrangement providing for a transaction which wouldhowever, 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 and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Parent or any of its Subsidiaries may make Acquisitions so long as (a) Lenders shall have received written notice at least 30 Business Days prior to the date of such Acquisition andAcquisition, (iiib) if the aggregate Cost Acquisition Consideration for such Acquisition exceeds $20,000,000, (A) the Administrative Agent shall have received at least 20 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition and (B) notwithstanding the calculation of all Acquisitions (including Applicable Margin set forth in SECTION 1.1 hereof, the commitment fee set forth in SECTION 2.4(a) hereof or the fee for Letters of Credit set forth in SECTION 2.15(f)(i) hereof, the Applicable Margin, such commitment fee and such Letter of Credit fee shall be adjusted effective as of the date of such Acquisition based on a pro forma calculation of the Leverage Ratio for the four fiscal quarters immediately preceding the date of such Acquisition, (c) occurring the assets, property or business acquired shall be in any fiscal year the business described in SECTION 4.1(d) hereof, (together d) if such Acquisition results in a Domestic Subsidiary directly owned by the Parent or a Domestic Subsidiary of the Parent, (A) such Subsidiary shall execute a Subsidiary Guaranty and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with any other Related the Subsidiary Guaranty, (e) if such Acquisition results in a Foreign Subsidiary, (A) 66% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations pursuant to a Pledge Agreement and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with clause (A) immediately preceding and (f) the Person or Related Proposed Acquisition assets being acquired shall have had EBITDA (but calculated with respect to such Person or assets) of greater than zero for the twelve-month period immediately preceding the date of Acquisition, whether . Notwithstanding anything in this SECTION 7.6 or not occurring or expected to occur in the same fiscal year) is in excess any other provision of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished this Agreement to the Administrative Agent pro forma historical financial statements as of contrary, 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 endConsideration for any single Acquisition shall not exceed $40,000,000, and (zb) the Company aggregate amount of expenditures made on and its Subsidiaries shall be after the Agreement Date 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 respect of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary)Acquisitions of, and (v) Investments made on and after the consummation of such AcquisitionAgreement Date in, Foreign Subsidiaries by 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 Parent shall not apply exceed (calculated immediately prior to the date of each such Investment or Acquisition) 50% of Net Worth at 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 assetstime outstanding.

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 Permitted Lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoBusiness, (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 prior to the consummation of such AcquisitionsAcquisition, (y) the Company Borrower shall have furnished to the Administrative Agent 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 (B) 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) (or, if no such fiscal year endfinancial statements have been delivered, as of the date of the Audited Financial Statements) giving effect to such Acquisition, which certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto; and (ziii) the Company and its Subsidiaries there shall be in Pro Forma Compliance at least $25,000,000 of Available Liquidity, both 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, (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 the Consolidated Leverage Ratio covenant in Section 7.12(b), the Borrower may demonstrate pro forma compliance with such covenant if (x) it demonstrates a pro forma Consolidated Leverage 76 Ratio greater than 3.50 to 1.00 but less than 4.00 to 1.00 and (y) the fiscal quarter during which real property constitutes all such Acquisition is or substantially all of would be consummated either (A) is going to be a Trigger Quarter based on such pro forma projections (in which case such fiscal quarter shall be deemed to be a Trigger Quarter) so long as the such Person’s assetssecond proviso to Section 7.12(b) does not apply or (B) falls within an Acquisition Compliance Period.

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 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, 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 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 into The Borrower shall not, and shall permit any agreementSubsidiary of Borrower to, contractmake any Acquisitions; provided, binding commitment or other arrangement providing for a transaction which wouldhowever, 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 and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, the Borrower or any Subsidiary of the Borrower may make Acquisitions so long as (a) Lenders shall have received written notice at least 30 Business Days prior to the date of such Acquisition andAcquisition, (iiib) if the aggregate Cost Acquisition Consideration for such Acquisition exceeds $20,000,000, the Administrative Lender shall have received at least 20 Business Days prior to the date of such Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect a Compliance Certificate setting forth the covenant calculations both immediately prior 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 and after giving effect to such Acquisitionsthe proposed Acquisition, (yc) the Company assets, property or business acquired shall have furnished to be in the business described in SECTION 4.1(d) hereof, (d) if such Acquisition results in a Domestic Subsidiary, (A) such Subsidiary shall execute a Subsidiary Guaranty and (B) the Lenders receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent pro forma historical financial statements as of Lender shall reasonably request in connection with 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 endSubsidiary Guaranty, and (ze) if such Acquisition results in a Foreign Subsidiary, (A) 66% of such Subsidiary's Capital Stock shall be pledged to secure the Obligations pursuant to a Pledge Agreement and (B) the Company Lenders receive such board resolutions, officer's certificates and its Subsidiaries opinions of counsel as the Administrative Lender shall be reasonably request in Pro Forma Compliance after giving effect connection with clause (A) immediately preceding. Notwithstanding anything in this SECTION 7.6 or any other provision of this Agreement to such Acquisitionthe contrary, 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 Consideration for any single Acquisition shall be the Company or a wholly-owned Subsidiary)not exceed $40,000,000, and (vb) after the consummation aggregate amount of such Acquisitionexpenditures in respect of Acquisitions of, and Investments in, Foreign Subsidiaries by 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 Borrower shall not apply exceed (calculated immediately prior to the date of each such Investment or Acquisition) 50% of Net Worth at 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 assetstime outstanding.

Acquisitions. Enter into The Borrower shall not, and shall not permit ------------ any agreementof its Subsidiaries to, contractmake any Acquisition (excluding the Acquisition of Shelter Components); provided, binding commitment or other arrangement providing for a transaction which wouldhowever, if consummatedimmediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, constitute an Acquisition, then the Borrower 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 its Subsidiaries may make Acquisitions so long as (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and shall not be opposed by the material line or lines board of business directors 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 theretobeing acquired, (ii) no Default or Revolving and Floorplan Facility Default Lenders shall have occurred and be continuing either received written notice at least 15 Business Days prior to the date of such Acquisition, (iii) the Administrative Agent shall have received at least 15 Business Days prior to the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to or immediately and after giving effect to such Acquisition and, (iii) if the aggregate Cost of Acquisition of all Acquisitions (including such proposed 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 assets, property or business acquired shall be in the business described in Section 4.1(d) hereof and the Administrative Agent for the -------------- benefit of the Lenders shall have a wholly-owned first priority Lien in such assets, (v) if the Acquisition results in a Subsidiary, or be merged into the Company or (A) such Subsidiary shall execute a wholly-owned Subsidiary, immediately upon consummation Subsidiary Guaranty of the Acquisition Obligations and Collateral Documents granting a first priority Lien in all its assets to secure the Obligations, (or if assets are being acquired, the acquiror B) 100% of such Subsidiary's Capital Stock shall be pledged to secure the Company or a wholly-owned Subsidiary)Obligations, and (vC) after the consummation Lenders receive such documents, board resolutions, officer's certificates and opinions of such Acquisition, counsel as the Company or any applicable Subsidiary Administrative Agent shall have complied reasonably request in connection with the provisions actions described in clauses (A) and (B) above, and (vi) the aggregate Acquisition Consideration (excluding the Shepherd Acquisition) expended by the Borrower and its Subsidiaries for Acquisitions during any period of Section 6.14; provided thatfour consecutive fiscal quarters (commencing October 1, clause (iii1997) 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 $25,000,000.

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

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

Acquisitions. Enter into any agreement, contract, binding commitment or other 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) if the Costs of Acquisition exceeds $10,000,000, 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 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 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, 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 Subsidiaryone of its Subsidiaries), 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 $65,000,00025,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company Borrower shall have furnished to the Administrative Agent (A) pro forma historical financial statements as of the end of the most recently completed fiscal year Fiscal Year of the Company Borrower and most recent interim fiscal quarter, if applicable, applicable giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (zB) a certificate in the Company and its Subsidiaries shall be in Pro Forma Compliance after form of EXHIBIT H prepared on a historical pro forma basis 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 Subsidiary, or be merged into the Company Borrower or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned Subsidiary), and (viv) after if the consummation Cost of such AcquisitionAcquisition shall exceed $50,000,000, the Company or any applicable Subsidiary Required Lenders shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply consent to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an such Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsin their discretion.

Acquisitions. Enter into The Borrower shall not, and shall not ------------ permit any agreementSubsidiary to, contractmake any Acquisitions unless (a) immediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, binding commitment or other arrangement providing (b) such Acquisition shall not be opposed by the board of directors of the Person being acquired, (c) if the Acquisition is during the Qualifying Period, the aggregate Acquisition Consideration for a transaction which wouldall Acquisitions during the Qualifying Period, if consummated, constitute an including the proposed Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisitionwill not exceed $25,000,000, (eachd) if the Acquisition is not during the Qualifying Period, an “and the Acquisition Arrangement”Consideration for any Acquisition (including any Indebtedness or Operating Leases assumed in connection therewith) unless exceeds $75,000,000, (i) the Person Lenders shall have received written notice at least 15 Business Days prior to be the date of such Acquisition, and (or whose assets are ii) the Administrative Lender shall have received at least 10 Business Days prior to be) acquired does not oppose the date of such Acquisition a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the material line proposed Acquisition, (e) the assets, property or lines of business acquired shall be in the business described in Section 4.1(d) hereof, and (f) if such -------------- Acquisition results in a Subsidiary, (i) such Subsidiary shall have executed and delivered a Subsidiary Guaranty 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 theretoObligations, (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 if such Acquisition andoccurs during the Qualifying Period and the Subsidiary is a Material Subsidiary, the Capital Stock of such Subsidiary shall be pledged pursuant to a Pledge Agreement 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 Lenders shall have furnished to received such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent pro forma historical financial statements as of Lender shall reasonably request in connection with 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, actions described in clauses (f)(i) and (zf)(ii) 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 assetsabove.

Acquisitions. Enter The Borrower will not, and will not permit any of the Subsidiaries to, acquire or enter into any agreement, contract, binding commitment agreement to acquire (a) any Person 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 AcquisitionFacility, (eachb) all or substantially all of the assets of any Person or (c) except in the ordinary course of business, an “Acquisition Arrangement”) assets that are, taken as a whole, substantial in relation to the Borrower, in each case unless (i) the Person or Facility to be (acquired is in, or whose the 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 used in, substantially the same as one or more line or lines of business conducted as or a line of business reasonably related or complementary to the businesses presently engaged in by the Company Borrower and its the Subsidiaries, or substantially related or incidental thereto, and (ii) on each occasion when the aggregate amount of cash expended and Indebtedness assumed in connection with acquisitions permitted pursuant to this Section 6.08 shall have exceeded $50,000,000 and each multiple of $5,000,000 in excess thereof during any Fiscal Year, the Borrower shall have furnished to the Administrative Agent a certificate prepared and certified by a Financial Officer on a historical pro forma basis giving effect to all such acquisitions consummated during the applicable Fiscal Year, which certificate shall demonstrate (x) that 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 Event 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, thereto and (y) that the Company shall have furnished Leverage Ratio would be equal to or less than the Administrative Agent pro forma historical financial statements as of the end of Leverage Ratio set forth in the most recently completed fiscal year recent certificate of the Company and most recent interim fiscal quartera Financial Officer delivered pursuant to Section 5.01(b)(iv), 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 each case immediately after giving effect to all such Acquisitionacquisitions; provided, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statementshowever, that (iv1) the Person acquired no acquisition shall be permitted under this Section 6.08 if a wholly-owned Subsidiary, Default or be merged into the Company or a wholly-owned Subsidiary, Event of Default would exist immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiary)after giving effect thereto, and (v2) after the consummation aggregate amount of such Acquisitioncash expended and Indebtedness assumed in connection with acquisitions permitted pursuant to this Section 6.08 shall not exceed (X) at any time prior to the earlier to occur of (I) the repayment in full of all Interim Loans and (II) the first anniversary of the Effective Date, $50,000,000 during any Fiscal Year and (Y) otherwise, $150,000,000 during any Fiscal Year. Notwithstanding the foregoing provisions of this Section, the Company or Borrower and the Subsidiaries shall be permitted to engage in the Birmingham Hospital Transactions, and the Birmingham Hospital Transactions shall be disregarded for purposes of any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of calculations under this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets6.08.

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 The Borrower will not, and will not permit any agreement, contract, binding commitment of the other Transaction Parties to agree to 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 Acquisitionasset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices); PROVIDED, (eachHOWEVER, that so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make one or more asset or stock acquisitions in an “Acquisition Arrangement”) unless amount not to exceed $30,000,000 in the aggregate; PROVIDED, HOWEVER, that (i) the Person business to be acquired (the "Target") is in the same or whose assets are to be) acquired does not oppose such Acquisition and the material line or similar lines of business of as the Person to be acquired are substantially Borrower and the same as one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoother Transaction Parties, (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 Permitted Acquisition, and assuming full funding of such Permitted Acquisition on the initial Drawdown Date of the sole or initial Loan, the proceeds of which are to be used to fund all or any portion of such Permitted Acquisition, the ratio of Consolidated Funded Debt as at the most recent fiscal quarter end of the Borrower to EBITDA for the four consecutive fiscal quarters of the Borrower ending with such quarter end (as shown on a PRO FORMA basis based upon (A) the most recently delivered financial statements of the Borrower and its Subsidiaries delivered in accordance with ss.8.4 and (B) audited financial statements for such Target as at the most recent fiscal quarter end of the Borrower which are accompanied by an unqualified audited opinion letter from Arthxx Xxxexxxx XXX or another nationally recognized accounting firm satisfactory to the Agent and the Majority Banks or which are otherwise satisfactory to the Agent and the Majority Banks) would not exceed 3.25:1.0; and (iii) contemporaneously with the closing of such Permitted Acquisition, the Borrower shall provide to the Agent and the Banks a compliance certificate in the form of EXHIBIT C, duly certified by the principal financial or accounting officer of the Borrower, indicating the Borrower's compliance with (x) the financial covenants contained in ss.10 immediately prior to and, on A Pro FORma basis, immediately following such Permitted Acquisition and (y) on a PRO FORMA basis, the requirement set forth in ss.9.5.2(ii); anD PROVIDED FURTHER that, contemporaneously with the closing of such Permitted Acquisition, the Borrower shall (i) take such action as may be necessary or advisable in the opinion of the Agent to pledge or cause to be pledged to the Agent, for the benefit of the Banks and the Agent, on a perfected, first-priority basis all of the capital stock or other equity interests of such Subsidiary (except that 65% (or such larger percentage as may be permitted without creating material adverse tax consequences for the Borrower under the Code) of the capital stock of such Subsidiary that is organized under the laws of a jurisdiction other than the United States of America and the States (or the District of Columbia) thereof shall be pledged) pursuant to a pledge agreement in form and substance satisfactory to the Agent, which such pledge agreement shall be a Stock Pledge Agreement and a Security Document hereunder, (ii) cause any such Subsidiary which is or is to become a Guarantor to guaranty all of the Obligations hereunder pursuant to a Guaranty in the form of EXHIBIT E, which Guaranty shall be a Guaranty and Security Document hereunder, (iii) if the aggregate Cost of Acquisition of cause any such Subsidiary which is or is to become a Guarantor to take all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition steps as may be necessary or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur advisable in the same fiscal year) is in excess opinion of $65,000,000, (x) no Default would exist immediately after giving effect the Agent to such Acquisitions, (y) the Company shall have furnished grant to the Administrative Agent pro forma historical financial statements as Agent, for the benefit of the end Banks and the Agent, a first priority, perfected security interest in substantially all of its assets as collateral security for such guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance satisfactory to the most recently completed fiscal year Agent, each 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 which documents 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, Security Documents hereunder; and (iv) deliver to the Person acquired shall be a wholly-owned SubsidiaryAgent all such evidence of corporate authorization, or be merged into the Company or a wholly-owned Subsidiary, immediately upon consummation of the Acquisition legal opinions (or if assets are being acquired, the acquiror shall be the Company or a wholly-owned Subsidiaryincluding local counsel opinions where applicable), and (v) after other documentation as the consummation Agent may request. To the extent that any such Permitted Acquisition alters the accuracy or completeness of such Acquisitionany of the Schedules hereto, the Company or any applicable Subsidiary Borrower shall deliver to the Agent, contemporaneously with the delivery of the loan documentation referred to above, revised schedules reflecting changes resulting from such Permitted Acquisition; PROVIDED that the Agent shall only be required to accept such revised schedules, and such revised schedules shall only become part of this Credit Agreement, in the event that the Borrower shall have complied taken any and all action necessary to bring such newly acquired Subsidiary into compliance with each representation and warranty set forth herein, including in ss.7 hereof; and PROVIDED FURTHER that no change resulting from any Permitted Acquisition would have a material adverse effect on the provisions of Section 6.14; provided thatBorrower and the other Transaction Parties, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for taken as 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 assetswhole."

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 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 is a De Minimis 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 Event of Default shall have occurred and be continuing exist either immediately prior to or immediately after giving effect to such Acquisition andDe Minimis Acquisition, or (iiib) if each of 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 following conditions has been satisfied with respect to such Acquisition, whether or not occurring or expected to occur : (i) such Acquisition is undertaken in the same fiscal year) is in excess of $65,000,000accordance with all applicable Laws, (xii) the prior, effective written consent or approval to such Acquisition of the board of directors or equivalent governing body of the acquiree is obtained, (iii) no Default would or Event of Default shall exist either immediately prior to or immediately after giving effect to such AcquisitionsAcquisition, (y) the Company and 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 most recent date for which financial statements have been furnished pursuant to Section 6.01(a) or (b), giving effect to such Acquisition, which Compliance Certificate shall be in Pro Forma Compliance demonstrate that no Default or Event of Default would exist immediately after giving effect thereto, (iv) after giving effect to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously Borrower and its Subsidiaries remain in compliance with such pro forma historical financial statementsSection 7.07, (ivv) immediately prior to and immediately after giving effect to such Acquisition (including any change in Consolidated Net Indebtedness after such Acquisition), the Person acquired shall be Leverage Ratio is less than 1.00 to 1.00, and (vi) after giving effect to any such Acquisition consummated as a wholly-owned Subsidiary, or be merged into the Company merger with Borrower or a wholly-owned SubsidiaryGuarantor, immediately upon consummation of the Acquisition (Borrower or if assets are being acquired, the acquiror such Guarantor shall be the Company continuing 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 surviving 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 (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 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 The Borrower shall not, and shall not 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 make any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) Acquisitions unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Company 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 and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, (b) such Acquisition andshall not be opposed by the board of the directors of the Person being acquired, (iiic) if the aggregate Cost Acquisition Consideration for such Acquisition is greater than or equal to (i) prior to the Qualifying Date, $25,000,000 and (ii) on and after the Qualifying Date, $50,000,000, the Lenders shall have received written notice thereof at least 5 Business Days prior to the date 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 together with a Compliance Certificate setting forth the covenant calculations both immediately prior to occur in the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately and after giving effect to the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that the Borrower projects to be eliminated by such Acquisitionsproposed Acquisition, (yd) the Company assets, property or business acquired shall have furnished be primarily in the business described in Section 4.1(d) hereof, (e) if such Acquisition results in a Subsidiary which is to be a Guarantor, (i) such Subsidiary shall execute a Subsidiary Guaranty and (ii) the Administrative Agent pro forma historical financial statements as on behalf of the end Lenders shall receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such Acquisition; (f) if such Subsidiary is a Domestic Subsidiary and unless otherwise waived by the Administrative Agent, 100% of such Subsidiary's Capital Stock shall be pledged and the Administrative Agent on behalf of the most recently completed fiscal year Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge, (g) if such Subsidiary is a Foreign Subsidiary and unless otherwise waived by the Administrative Agent, 65% of such Subsidiary's Capital Stock shall be pledged and the Administrative Agent on behalf of the Company Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and most recent interim fiscal quarteropinion of counsel as the Administrative Agent shall reasonably request in connection with such pledge, if applicable(h) the aggregate Acquisition Consideration for all Non-Guarantors (excluding Acquisition Consideration in respect of Subsidiaries which are not obligated to third Persons in respect of any Indebtedness), giving effect together with Investments in Non-Guarantors (calculated as provided in Section 7.4(f) hereof) and other Investments (calculated as provided in Section 7.4(g) hereof) pursuant to such Acquisition and all other Acquisitions consummated since such fiscal year endSection 7.4(g) hereof, shall not exceed an amount equal to 10% of Total Capitalization at any time, and (zi) prior to the Qualifying Date, the Acquisition Consideration for such Acquisition is less than or equal to the sum of (i) $75,000,000 plus (ii) the Company aggregate net cash proceeds received by the Borrower from the issuance of any Capital Stock during the 365-day period beginning on 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 Agreement Date and ending on the date of such Acquisition, and the Company aggregate Acquisition Consideration for all Acquisitions during any period of four consecutive Fiscal Quarters is less than or equal to the sum of (i) $125,000,000 plus (ii) the aggregate net cash proceeds received by the Borrower from the issuance of any applicable Subsidiary shall have complied with Capital Stock during the provisions 365-day period ending on the date 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 assetsAcquisition.

Acquisitions. Enter into The Borrower shall not, and shall not permit any agreementof its Subsidiaries to, contractmake any Acquisitions unless (a) immediately prior to and after giving effect to the proposed Acquisition there shall not exist a Default or Event of Default, binding commitment or other arrangement providing (b) such Acquisition shall not be opposed by the board of directors of the Person being acquired, (c) the Compliance Certificate delivered for a transaction which would, if consummated, constitute an the most recent Fiscal Quarter immediately preceding such proposed Acquisition, indicates that the Leverage Ratio for such Fiscal Quarter is less than or take equal to 4.50 to 1, (d) if the Acquisition Consideration for such Acquisition is greater than or equal to (i) prior to the Qualifying Date, 55,000,000 and (ii) on and after the Qualifying Date, $50,000,000, the Lenders shall have received written notice thereof at least 5 Business Days prior to the date of such Acquisition, together with a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, but calculated to exclude any action increases in EBITDA which would be the result of any expenses that the Borrower projects to solicit the tender of securities or proxies in respect thereof in order to effect any be eliminated by such proposed Acquisition, (eache) the assets, an “property or business acquired shall be primarily in the business described in Section 4.1(d) hereof, (f) if such Acquisition Arrangement”results in a Subsidiary which is to be a Guarantor, (i) such Subsidiary shall execute a Subsidiary Guaranty and (ii) the Administrative Agent on behalf of the Lenders shall receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such Acquisition, (g) if such Subsidiary is a Domestic Subsidiary and unless otherwise waived by the Determining Lenders, 100% of such Subsidiary's Capital Stock shall be pledged and the Administrative Agent on behalf of the Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge, (h) if such is a Foreign Subsidiary and unless otherwise waived by the Determining Lenders, 65% of such Subsidiary's Capital Stock shall be pledged and the Administrative Agent on behalf of the Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge, (i) the Person aggregate Acquisition Consideration for all Non-Guarantors (excluding Acquisition Consideration in respect of Subsidiaries which are not obligated to be third Persons in respect of any Indebtedness), together with Investments in Non-Guarantors (calculated as provided in Section 7.4(f) hereof) and other Investments (calculated as provided in Section 7.4(g) hereof) pursuant to Section 7.4(g) hereof, shall not exceed an amount equal to 10% of Total Capitalization at any time, and (j) prior to the Qualifying Date, the Acquisition Consideration for such Acquisition is less than or equal to the sum of (i) $10,000,000 (or whose assets are to be) acquired does not oppose $25,000,000, if at the time of 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 theretoAcquisition, (iiy) no Default or Revolving and Floorplan Facility Default the Administrative Agent shall have occurred and be continuing either immediately prior to or immediately received from the Borrower a pro forma Compliance Certificate indicating that after giving effect to such Acquisition and, the Leverage Ratio will be less than or equal to 4.00 to 1 and (iiiz) if the Leverage Ratio required to be maintained pursuant to Section 7.12 of this Agreement is no greater than 4.00 to 1) plus (ii) the aggregate Cost Net Cash Proceeds received by the Borrower from the issuance of Acquisition any Capital Stock during the 365-day period beginning on and after the Agreement Date and ending on the date 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 and the aggregate Acquisition Consideration for all Acquisitions during any period of four consecutive Fiscal Quarters is less than or not occurring equal to the sum of (i) $25,000,000 (or expected to occur in $75,000,000, if at the same fiscal year) is in excess time of $65,000,000such Acquisition, (xy) no Default would exist immediately the Administrative Agent shall have received from the Borrower a pro forma Compliance Certificate indicating that after giving effect to such Acquisitions, (y) Acquisition the Company shall have furnished Leverage Ratio will be less than or equal 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 4.00 to such Acquisition and all other Acquisitions consummated since such fiscal year end, 1 and (z) the Company and its Subsidiaries shall Leverage Ratio required to be in Pro Forma Compliance after giving effect maintained pursuant to such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, Section 7.12 of this Agreement is no greater than 4.00 to 1) plus (ivii) the Person acquired shall be a whollyaggregate Net Cash Proceeds received by the Borrower from the issuance of any Capital Stock during the 365-owned Subsidiary, or be merged into day period ending on the Company or a wholly-owned Subsidiary, immediately upon consummation date 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 any Acquisition, the Company or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assets.

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

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

Acquisitions. Enter 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 Permitted Lines of business conducted by the Company Business; 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 $65,000,00075,000,000, (x) no Default would exist immediately after giving effect prior to the consummation of such AcquisitionsAcquisition, (y) the Company Borrower shall have furnished to the Administrative Agent 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 (B) 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) (or, if no such fiscal year endfinancial statements have been delivered, and (zas of the date of the Audited Financial Statements) 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 which certificate shall be a wholly-owned Subsidiary, demonstrate that no Default or be merged into the Company or a wholly-owned Subsidiary, Event of Default would exist 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 6.14giving effect thereto; 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 the Consolidated Leverage Ratio covenant in Section 7.12(b), the Borrower may demonstrate pro forma compliance with such covenant if (x) it demonstrates a pro forma Consolidated Leverage Ratio greater than 3.50 to 1.00 but less than 4.00 to 1.00 and (y) the fiscal quarter during which real property constitutes all such Acquisition is or substantially all of would be consummated either (A) is going to be a Trigger Quarter based on such pro forma projections (in which case such fiscal quarter shall be deemed to be a Trigger Quarter) so long as the such Person’s assetssecond proviso to Section 7.12(b) does not apply or (B) falls within an Acquisition Compliance Period.

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 any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, or Consummate any Acquisition unless: (each, an “Acquisition Arrangement”) unless (ia) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially either (i) constitute Core Businesses or (ii) consist of the sales of products to the same as one or more line or lines of business conducted end-markets served by the Company 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 andAcquisition; provided that, in the case of any Limited Condition Transaction, such condition shall be limited to any Specified Default; (iiic) 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 after giving pro forma effect to such AcquisitionAcquisition and all Indebtedness incurred or repaid in connection therewith, whether the Borrower Agent has delivered a certificate to the Administrative Agent demonstrating that either (i) Pro Forma Availability is greater than or not occurring or expected equal to occur in the same fiscal year) is in excess greater of 15% of the Loan Cap and $65,000,000, (x) no Default would exist 26,250,000 for each day during the 30 day period prior to such Acquisition and immediately after giving effect thereto, or (ii) Pro Forma Availability is greater than or equal to the greater of 10%, but less than 15%, of the Loan Cap and $17,500,000 for each day during the 30 day period prior to such AcquisitionsAcquisition and immediately after giving effect thereto, and in the case of this clause (yii) the Company Consolidated Fixed Charge Coverage Ratio (calculated on a pro forma basis giving effect to such Acquisition and any Indebtedness incurred in connection therewith and any other relevant factor, all in accordance with Section 1.03(d)) as of the most recently ended Measurement Period shall be at least 1.00 to 1.00; and (d) the Borrower Agent shall have furnished to the Administrative Agent pro forma historical financial statements prior to the date on which any such Acquisition is to be consummated, a certificate of a Responsible Officer of the Borrower Agent, in form and substance reasonably satisfactory to the Administrative Agent, (i) certifying that all of the requirements set forth above will be satisfied on or prior to the consummation of such Acquisition and (ii) a reasonably detailed calculation of item (c) above (and such certificate shall be updated as necessary to make it accurate as of the end date the Acquisition is consummated). Except as otherwise provided in the definitions of "Accounts Formula Amount" and "Inventory Formula Amount", none of the most recently completed fiscal year Accounts or Inventory of any Person acquired or created in an Acquisition shall be included in the calculation of the Company Borrowing Base until (y) the Administrative Agent has conducted Field Exams and most recent interim fiscal quarter, if applicable, giving effect appraisals reasonably required by it with results reasonably satisfactory to such Acquisition and all other Acquisitions consummated since such fiscal year end, the Agent and (z) the Company and its Subsidiaries shall be in Pro Forma Compliance after giving effect to Person owning such Acquisition, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements, (iv) the Person acquired Accounts or Inventory shall be a direct or indirect wholly-owned Subsidiary, or be merged into Subsidiary of the Company or and have become 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.Borrower. 114 #500021837_v16

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 Neither the Borrower nor any Subsidiary of the Borrower shall enter into any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an any Acquisition, or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, (each, an “Acquisition Arrangement”) unless (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the material line or lines of business of the Person to be acquired are substantially the same as or related to one or more line or lines of business conducted by the Company and its Subsidiaries, or substantially related or incidental theretoBorrower, (ii) no Default or Revolving and Floorplan Facility Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition and, (iii) if and no less than ten Business Days prior to the aggregate Cost of date such Acquisition of all Acquisitions (including such Acquisition) occurring in any fiscal year (together with any other Related Acquisition or Related Proposed Acquisition with respect to such Acquisition, whether or not occurring or expected to occur in is effective the same fiscal year) is in excess of $65,000,000, (x) no Default would exist immediately after giving effect to such Acquisitions, (y) the Company shall have furnished Borrower provides to the Administrative Agent and Banks pro forma historical financial statements as of confirming the end of the most recently completed fiscal year of the Company and most recent interim fiscal quarter, if applicable, giving effect to such Acquisition and all other Acquisitions consummated since such fiscal year end, and (z) the Company and its Subsidiaries shall Borrower will be in Pro Forma Compliance after giving effect to such Acquisitioncompliance with Sections 5.03, as evidenced by a Pro Forma Compliance Certificate delivered simultaneously with such pro forma historical financial statements5.05, 5.06, 5.08, 5.11, 5.22, 5.25, 5.38 and 5.41, (iviii) the Person acquired shall be a wholly-owned Subsidiary, or be merged into the Company Borrower or a wholly-owned Wholly Owned Subsidiary, immediately upon consummation of the Acquisition (or if assets are being acquired, the acquiror shall be the Company Borrower or a wholly-owned SubsidiarySubsidiary of the Borrower), and (viv) after the consummation of giving effect to such Acquisition, the Company aggregate Costs of Acquisition paid by the Borrower and all Subsidiaries of the Borrower in cash or cash equivalents in connection with all Acquisitions after the Closing Date shall not exceed $20,000,000 in the aggregate; and (3) the aggregate Costs of Acquisition incurred by the Borrower and all Subsidiaries of the Borrower in connection with all Acquisitions after the Closing Date, shall not exceed $75,000,000 in the aggregate; provided, however, nothing contained in this Section 5.04 shall be construed to permit the Borrower or any applicable Subsidiary shall have complied with the provisions of Section 6.14; provided that, clause (iii) of this Section 7.12 shall not apply to any agreement, contract, binding commitment or other arrangement providing for a transaction which would, if consummated, constitute an Acquisition of a Person with respect to which real property constitutes all or substantially all of the such Person’s assetsBorrower to issue, assume, create, incur or suffer to exist any Debt except as permitted under Section 5.25.

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