Common use of Capital Structure and Business Clause in Contracts

Capital Structure and Business. No Loan Party shall: (a) make any changes in its business objectives, purposes or operations which, individually or in the aggregate, could in any way adversely affect the repayment of the Obligations or reasonably be expected to have or result in a Material Adverse Effect; (b) make any change in its capital structure or issue any Stock (other than a Permitted Stock Issuance or any Stock issued in accordance with the terms of the Preferred Stock Subordinated Notes) or make any revision of the terms of its outstanding Stock or amend or modify any partners, shareholders, voting or similar agreement to which it is a party or enter into any such agreement, except that Borrower may (i) enter into the DSG Holdings Limited Liability Company Agreement, (ii) form a wholly-owned Subsidiary ("NEWCO") for the sole purpose of acquiring any Stock held by Borrower in DSG Holdings, (iii) repurchase the common stock of Borrower to the extent contemplated by SECTION 1.3(c), (iv) enter into that certain Second Amended and Restated Stockholders' Agreement in substantially the form of EXHIBIT H attached hereto, (v) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially the form of EXHIBIT I attached hereto, (vi) relinquish the October 2000 Warrants as described in the Information Statement and (vii) terminate the purchase agreements under which the Preferred Stock was issued; (c) amend its articles or certificate of incorporation, charter, by-laws or other organizational documents; or (d) engage in any business other than the retail sale of clothing and sporting goods. Borrower shall not permit Newco to, directly or indirectly, engage in any business or activities other than acquiring and holding Borrower's Stock in DSG Holdings. Prior to giving effect to any such acquisition, Borrower will give Agent fifteen (15) days' advance notice of such acquisition and copies of all the acquisition and related documents and all such documents shall be in form and substance satisfactory to Agent. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Newco shall not incur or suffer to exist any Indebtedness, liabilities or other obligations or enter into any contract, document or instrument other than the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject to the next succeeding sentence, acquiring Borrower's Intellectual Property and (ii) licensing the right to use such Intellectual Property to (A) Borrower pursuant to the Licensing Agreement, dated as of March 1, 1998, between DAMC and Borrower and (B) xxxxxxx.xxx pursuant to the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities or other obligations (other than operating expenses incurred in the ordinary course of business) or enter into any contract, document or instrument other than (i) the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals of the Trademarks held by DAMC) and (iv) the lease for the premises located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED that the aggregate amount of operating expenses and other obligations incurred by DAMC shall not exceed $50,000 in any Fiscal Year.

Capital Structure and Business. No Loan Credit Party shall: shall (a) make any changes in any of its business objectives, purposes or operations which, individually or in the aggregate, that could in any way reasonably be expected to materially adversely affect the repayment of the Revolving Loan or any of the other Obligations or could reasonably be expected to have or result in a Material Adverse Effect; , (b) make any change in its capital structure as described in the Disclosure Document, including the issuance or issue sale of any shares of Stock, warrants or other securities convertible into Stock (other than a Permitted Stock Issuance or any Stock issued in accordance with the terms of the Preferred Stock Subordinated Notes) or make any revision of the terms of its outstanding Stock. Notwithstanding the foregoing, and provided that no Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, a Credit Party may, upon prior written notice thereof to Administrative Agent, issue or sell shares of Stock of such Credit Party, warrants or amend other securities convertible into Stock of such Credit Party, provided that the proceeds from the issuance or modify any partnerssale of such Stock, shareholderswarrants or other securities shall be applied to reduce the Revolving Loan or used by such Credit Party only for the following additional purposes and subject to the following additional requirements and conditions: (x) the proceeds from the issuance or sale of such Stock, voting warrants or similar agreement other securities may be used by such Credit Party to acquire Eligible New Portfolios or Rejected Portfolios as to which it is the Administrative Agent, on behalf of the Lenders has a party first priority, perfected Lien on the Accounts comprising such acquired Eligible New Portfolio or enter into any Rejected Portfolio, as the case may be, subject only to Permitted Encumbrances; or (y) the proceeds from the issuance or sale of such agreementStock, except that Borrower warrants or other securities may be used by such Credit Party (subject to the further limitations and prohibitions set forth in Section 6.1 hereof) to acquire the assets of one or more existing consumer financial services businesses so long as: (i) enter into no more than Twenty Million Dollars ($20,000,000), taken as a whole, in the DSG Holdings Limited Liability Company Agreementaggregate for all Credit Parties for all issuances or sales of Stock, warrants or other securities during the term of the Revolving Loan is used to acquire the assets of existing consumer financial services businesses, and (ii) no more than forty percent (40%) of the proceeds from all issuances or sales of Stock, warrants or other securities, taken as a whole, in the aggregate for all Credit Parties during the term of the Revolving Loan is used to acquire the assets of existing consumer financial services businesses, and (iii) such acquisitions are limited solely to the assets of one or more existing consumer financial services businesses and no Credit Party acquires any Stock of any Person, and (iv) Borrowers shall have notified Administrative Agent in writing in each instance of any such acquisition on the earlier of: (aa) three (3) days of the date on which any Credit Party executes any agreement, pursuant to which such Credit Party agrees to such acquisition, and (bb) fifteen (15) calendar days prior to such acquisition, and (v) prior to such Credit Party's acquisition of the assets of any such business, Borrowers shall have provided Administrative Agent with a written statement to Administrative Agent and Lenders (certified to be true, correct and complete in all respects by Borrower Representative's Chief Financial Officer or President) that no Default or Event of Default has occurred under the Revolving Loan or any of the Loan Documents and that no Default or Event of Default is anticipated, projected or contemplated to occur as a result of such Credit Party's acquisition of the assets of any such business. Until the proceeds from the issuance or sale of stock, warrants or other securities pursuant to this Section 6.5 are used in accordance with this Section 6.5, the applicable Credit Party may invest such proceeds in Cash Equivalent Investments which are pledged to Administrative Agent as additional Collateral and perfected in a manner reasonably acceptable to Administrative Agent. Notwithstanding anything set forth herein to the contrary, a Credit Party may change its capital structure from a corporation to a limited liability company or from a limited liability company to a corporation provided that (i) Administrative Agent shall have consented to such transaction, (ii) form a wholly-owned Subsidiary ("NEWCO") the Credit Parties have executed any documentation and taken any steps reasonably requested by Administrative Agent, including, any documentation required by Administrative Agent to ensure Collateral Agent, for the sole purpose benefit of acquiring the Agents and Lenders, has a first priority lien on the Stock and assets of such Credit Party after giving effect to any Stock held by Borrower in DSG Holdings, such change and (iii) repurchase Administrative Agent shall have on or prior to such change received consolidated and consolidating income statements, statements of cash flows and balance sheets of the common stock Borrowers which shall provide all required information both before and after giving effect to such change and otherwise in form and substance satisfactory to Administrative Agent to ensure that such change does not affect any of Borrower the obligations of the Credit Parties under any Loan Document or any rights of Agents or Lenders with respect to the extent contemplated by SECTION 1.3(c), (iv) enter into that certain Second Amended and Restated Stockholders' Agreement in substantially the form of EXHIBIT H attached hereto, (v) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially the form of EXHIBIT I attached hereto, (vi) relinquish the October 2000 Warrants as described in the Information Statement and (vii) terminate the purchase agreements under which the Preferred Stock was issued; (c) amend its articles or certificate of incorporation, charter, by-laws or other organizational documents; or (d) Credit Parties. No Credit Party shall engage in any business other than the retail sale of clothing and sporting goods. Borrower shall not permit Newco to, directly businesses currently engaged in by it or indirectly, engage in any business or activities other than acquiring and holding Borrower's Stock in DSG Holdings. Prior to giving effect to any such acquisition, Borrower will give Agent fifteen (15) days' advance notice of such acquisition and copies of all the acquisition and businesses reasonably related documents and all such documents shall be in form and substance satisfactory to Agent. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Newco shall not incur or suffer to exist any Indebtedness, liabilities or other obligations or enter into any contract, document or instrument other than the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject to the next succeeding sentence, acquiring Borrower's Intellectual Property and (ii) licensing the right to use such Intellectual Property to (A) Borrower pursuant to the Licensing Agreement, dated as of March 1, 1998, between DAMC and Borrower and (B) xxxxxxx.xxx pursuant to the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities or other obligations (other than operating expenses incurred in the ordinary course of business) or enter into any contract, document or instrument other than (i) the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals of the Trademarks held by DAMC) and (iv) the lease for the premises located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED that the aggregate amount of operating expenses and other obligations incurred by DAMC shall not exceed $50,000 in any Fiscal Yearthereto.

Capital Structure and Business. No Loan Credit Party shall: (a) make any changes in any of its business objectives, purposes or operations which, individually or in the aggregate, that could in any way adversely affect the repayment of the Loans or any of the other Obligations or could reasonably be expected to have or result in a Material Adverse EffectEffect (the parties agreeing that this clause (a) will not be considered operative unless less than 75% of such Credit Party’s consolidated revenue is derived from the combination of staffing and business services outsourcing); (b) make any change in its capital structure as described in Disclosure Schedule 3.8, including the issuance or issue sale of any Stock shares of Stock, warrants (other than a Permitted Stock Issuance or any Stock warrants issued in accordance with the terms as of the Preferred Stock Subordinated NotesOriginal Closing Date) or make other securities convertible into Stock or any revision of the terms of its outstanding Stock; provided, that Holdings may issue or sell (x) its common Stock or amend or modify any partnersand/or Permitted Preferred Stock for cash, shareholdersprovided, voting or similar agreement that no Change of Control occurs after giving effect thereto, and (y) its common Stock and options to which it is a party or enter into any such agreement, except that Borrower may (i) enter into the DSG Holdings Limited Liability Company Agreement, (ii) form a wholly-owned Subsidiary ("NEWCO") for the sole purpose of acquiring any Stock held by Borrower in DSG Holdings, (iii) repurchase the purchase its common stock of Borrower pursuant to the extent contemplated by SECTION 1.3(c), (iv) enter into that certain Second Amended and Restated Stockholders' Agreement in substantially the form of EXHIBIT H attached hereto, (v) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially the form of EXHIBIT I attached hereto, (vi) relinquish the October 2000 Warrants as employee stock option plans described in Disclosure Schedule 6.4, provided, that the Information Statement and (vii) terminate aggregate value of all stock issuance pursuant to such plans shall not exceed 5% of the purchase agreements under which the Preferred authorized Stock was issuedof Holdings or any Credit Party in any year; (c) amend its articles charter or certificate of incorporationbylaws in a manner that would adversely affect Agent or Lenders or such Credit Party’s duty or ability to repay the Obligations, charter, by-laws or other organizational documentsresult in a Material Adverse Effect; or (d) engage in any business other than the retail sale businesses currently engaged in by it or businesses reasonably related thereto which in the aggregate exceed 10% of clothing and sporting goodss uch Credit Party’s consolidated revenue. Borrower The Credit Parties shall not permit Newco toAAC Corp. or Syvlan Insurance Co., directly Ltd. to hold any assets or indirectlyto incur or be liable for any Indebtedness or Guaranteed Indebtedness. Holdings will engage in no business other than its ownership of the Stock of Butxxx XX, Butxxx Xxundation,AAC Corp., Sylvan Insurance Co. and Borrower. Butxxx Xxundation shall remain a not-for-profit corporation qualified under Section 501(c)(3) of the United States Internal Revenue Code and no Credit Party shall engage in any business transaction (whether by way of -37- contribution, loan, investment, disposition or activities otherwise) with Butxxx Xxundation, other than acquiring and holding Borrower's Stock in DSG Holdings. Prior to giving effect to any such acquisition, Borrower will give Agent fifteen (15) days' advance notice of such acquisition and copies of all the acquisition and related documents and all such documents shall be in form and substance satisfactory to Agent. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Newco shall not incur or suffer to exist any Indebtedness, liabilities or other obligations or enter into any contract, document or instrument other than the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject to the next succeeding sentence, acquiring Borrower's Intellectual Property and (ii) licensing the right to use such Intellectual Property to (A) Borrower investments permitted pursuant to the Licensing Agreement, dated as of March 1, 1998, between DAMC and Borrower and (B) xxxxxxx.xxx pursuant to the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities or other obligations (other than operating expenses incurred in the ordinary course of business) or enter into any contract, document or instrument other than (i) the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals of the Trademarks held by DAMC) and (iv) the lease for the premises located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED that the aggregate amount of operating expenses and other obligations incurred by DAMC shall not exceed $50,000 in any Fiscal YearSection 6.4(b).

Capital Structure and Business. No Loan Credit Party shall: shall (a) make any changes in any of its business objectives, purposes or operations which, individually or in the aggregate, that could in any way adversely affect the repayment of the Obligations or reasonably be expected to have or result in a Material Adverse Effect; , (b) make any change in its capital structure as described in Disclosure Schedule (3.8), including the issuance or issue sale of any shares of Stock, warrants or other securities convertible into Stock (other than a Permitted Stock Issuance or any Stock issued in accordance with the terms of the Preferred Stock Subordinated Notes) or make any revision of the terms of its outstanding Stock or amend or modify any partners, shareholders, voting or similar agreement to which it is a party or enter into any such agreementStock, except that Borrower may (i) enter into Innovations may issue or sell shares of its Stock (x) for cash so long as the DSG Holdings Limited Liability Company Agreementproceeds thereof are applied in prepayment of the Obligations to the extent required by Section 1.3(b)(iv), and (y) in connection with consummation of a Permitted Acquisition, in each case, so long as no Change of Control occurs after giving effect thereto, (ii) form a wholly-owned Subsidiary any US Credit Party may issue or sell shares of its Stock to any other US Credit Party ("NEWCO") for the sole purpose except that US Borrower shall not issue or sell any of acquiring its Stock to any Stock held by Borrower in DSG HoldingsUS Credit Party other than Innovations), (iii) repurchase the common stock any European Credit Party may issue or sell shares of Borrower its Stock to the extent contemplated by SECTION 1.3(c)any US Credit Party, and (iv) enter into any European Credit Party may issue or sell shares of its Stock to any other European Credit Party, provided that certain Second Amended Borrower Representative shall have provided Agent prior written notice of such issuance or sale and, upon Agent’s request, the Borrowers shall have delivered to Agent an opinion of counsel acceptable to Agent which shall provide (A) that Agent’s Lien on the Stock so sold or issued shall, after giving effect to such sale or issuance, continue in full force and Restated Stockholders' effect and shall continue to have the priority contemplated by this Credit Agreement in substantially and the form of EXHIBIT H attached heretoother Loan Documents, (vB) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially the form of EXHIBIT I attached heretosuch issuance or sale does not violate applicable law, (vi) relinquish the October 2000 Warrants as described in the Information Statement and (viiC) terminate the purchase agreements under which the Preferred Stock was issued; such other opinions as Agent may reasonably request, all in form and substance satisfactory to Agent, or (c) amend its articles charter or certificate of incorporationbylaws in a manner that would adversely affect Agent, charter, by-laws Lenders or other organizational documents; any Eligible Swap Counterparty or (d) such Credit Party’s duty or ability to repay the Obligations and the Eligible Swap Obligations. No Credit Party shall engage in any business other than the retail sale of clothing and sporting goods. Borrower shall not permit Newco to, directly businesses currently engaged in by it or indirectly, engage in any business or activities other than acquiring and holding Borrower's Stock in DSG Holdings. Prior to giving effect to any such acquisition, Borrower will give Agent fifteen (15) days' advance notice of such acquisition and copies of all the acquisition and businesses reasonably related documents and all such documents shall be in form and substance satisfactory to Agent. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Newco shall not incur or suffer to exist any Indebtedness, liabilities or other obligations or enter into any contract, document or instrument other than the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject to the next succeeding sentence, acquiring Borrower's Intellectual Property and (ii) licensing the right to use such Intellectual Property to (A) Borrower pursuant to the Licensing Agreement, dated as of March 1, 1998, between DAMC and Borrower and (B) xxxxxxx.xxx pursuant to the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities or other obligations (other than operating expenses incurred in the ordinary course of business) or enter into any contract, document or instrument other than (i) the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals of the Trademarks held by DAMC) and (iv) the lease for the premises located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED that the aggregate amount of operating expenses and other obligations incurred by DAMC shall not exceed $50,000 in any Fiscal Yearthereto.

Capital Structure and Business. No Loan Credit Party shall: shall (a) make ------------------------------ any changes in any of its business objectives, purposes or operations which, individually or in the aggregate, that could in any way adversely affect the repayment of the Obligations or reasonably be expected to have or result in a Material Adverse Effect; , (b) make any change in its capital structure as described in Disclosure Schedule (3.8), ------------------------- including the issuance of any shares of Stock, warrants or issue any other securities convertible into Stock (other than a Permitted Stock Issuance or any Stock issued in accordance with the terms of the Preferred Stock Subordinated Notes) or make any revision of the terms of its outstanding Stock, other than the issuance of Stock of Borrower to employees of Borrower upon the exercise of employee stock options by the persons or amend pursuant to the stock option plans identified in Disclosure Schedule (3.7); provided, that Holdings ------------------------- -------- may make a Public Offering or modify any partners, shareholders, voting or similar agreement to which it is a party or enter into any such agreement, except that Borrower may Private Placement so long as (i) enter into the DSG Holdings Limited Liability Company Agreementproceeds thereof are applied in prepayment of the Obligations to the extent required by Section 1.3(b)(iii), and (ii) form a wholly-owned Subsidiary ("NEWCO") for the sole purpose no Change of acquiring any Stock held by Borrower in DSG HoldingsControl occurs after giving effect ------------------- thereto, (iii) repurchase the common stock of Borrower to the extent contemplated by SECTION 1.3(c), (iv) enter into that certain Second Amended and Restated Stockholders' Agreement in substantially the form of EXHIBIT H attached hereto, (v) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially the form of EXHIBIT I attached hereto, (vi) relinquish the October 2000 Warrants as described in the Information Statement and (vii) terminate the purchase agreements under which the Preferred Stock was issued; or (c) amend its articles charter or certificate of incorporation, charter, by-laws bylaws in a manner that would adversely affect Lender or other organizational documents; such Credit Party's duty or (d) ability to repay the Obligations. No Credit Party shall engage in any business other than the retail sale businesses currently engaged in by it, except that, for the purpose of clothing developing markets outside of the United States, a Credit Party may enter into licensing or joint venture agreements, and sporting goods. Borrower shall not permit Newco torelated distribution or supply agreements (collectively, directly or indirectly"Overseas Agreements"); provided, engage that (x) no Credit Party shall, in connection ------------------- -------- with the Overseas Agreements, transfer to any business or activities Person any material assets of any Credit Party, other than acquiring Inventory sold to such Person for purposes of resale or licenses to Intellectual Property granted to such Person in connection with such sale or resale, (y) no Credit Party shall, in connection with the Overseas Agreements, (i) create, incur, assume or permit to exist any Liens on or with respect to its Accounts or any of its other property or assets, or (ii) incur any Indebtedness or contingent liabilities that would be required, consistent with GAAP, to be reported in or in a footnote to an audited financial statement of one or more Credit Parties, aggregating more than $250,000 as of any date of determination, and holding Borrower's Stock in DSG Holdings. Prior to giving effect to any such acquisition, Borrower will give Agent fifteen (15z) days' advance notice Credit Parties shall keep Lender reasonably informed of such acquisition proposed Overseas Agreements and shall promptly provide Lender with copies of all the acquisition and related documents and all such documents shall be in form and substance satisfactory to Agent. Notwithstanding anything to the contrary contained in this Agreement Overseas Agreements executed or the other Loan Documents, Newco shall not incur or suffer to exist delivered by any Indebtedness, liabilities or other obligations or enter into any contract, document or instrument other than the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject to the next succeeding sentence, acquiring Borrower's Intellectual Property and (ii) licensing the right to use such Intellectual Property to (A) Borrower pursuant to the Licensing Agreement, dated as of March 1, 1998, between DAMC and Borrower and (B) xxxxxxx.xxx pursuant to the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities or other obligations (other than operating expenses incurred in the ordinary course of business) or enter into any contract, document or instrument other than (i) the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals of the Trademarks held by DAMC) and (iv) the lease for the premises located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED that the aggregate amount of operating expenses and other obligations incurred by DAMC shall not exceed $50,000 in any Fiscal YearCredit Party.

Capital Structure and Business. No Loan Party shall: (a) make any changes in its business objectives, purposes or operations which, individually or in the aggregate, could in any way adversely affect the repayment of the Obligations or reasonably be expected to have or result in a Material Adverse Effect; (b) No Savvis Party shall make any change in its capital structure as described in Disclosure Schedule (3.8), including the issuance or issue sale of any shares of Stock, warrants or other securities convertible into Stock (other than a Permitted Stock Issuance or any Stock issued in accordance with the terms of the Preferred Stock Subordinated Notes) or make any revision of the terms of its outstanding Stock or amend or modify any partners, shareholders, voting or similar agreement to which it is a party or enter into any such agreement, Stock; except that Borrower may (i) enter into as and to the DSG extent permitted under Section 6.2 in respect of Investments by Holdings Limited Liability Company Agreementin Subsidiaries, (ii) form a wholly-owned Subsidiary ("NEWCO") for the sole purpose issuances of acquiring any Stock held by Borrower in DSG Holdingspursuant to Stock option or restricted stock plans, and (iii) repurchase Holdings may issue or sell its Stock for cash so long as (A) the common stock proceeds thereof are applied in prepayment of Borrower the Obligations to the extent contemplated required by SECTION 1.3(cSection 1.2(a)(ii), (ivB) enter into the terms of such shares of Stock do not mandate or require Holdings or any Savvis Party to, and no holder thereof shall have the right to require Holdings or any other Savvis Party to, declare or pay any cash dividends or distributions in respect thereof or purchase, redeem, retire, defease or otherwise acquire for value any of its capital stock, warrants, options or right to acquire such capital stock or pay any fees or any other cash outlay at any time, except that certain Second Amended and Restated Stockholders' Agreement in substantially Holdings may issue Stock containing the form right to require payment of EXHIBIT H attached hereto, (v) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially dividends payable at any time after the form of EXHIBIT I attached hereto, (vi) relinquish the October 2000 Warrants as described Maturity Date but only in the Information Statement event that (i) at the time of any such proposed payment, no Obligations are outstanding under this Agreement or the other Collateral Documents, or under any amendment, restatement, extension, or renewal of the Obligations in whole or in part, and (viiii) terminate the purchase agreements under which the Preferred Stock was issued; (c) amend its articles no default shall exist, or certificate of incorporation, charter, by-laws or other organizational documents; or (d) engage in any business other than the retail sale of clothing and sporting goods. Borrower shall not permit Newco to, directly or indirectly, engage in any business or activities other than acquiring and holding Borrower's Stock in DSG Holdings. Prior to would arise after giving effect to any such acquisitionpayment, Borrower will give Agent fifteen under any replacement or other senior obligations, and any such Stock shall contain terms reflecting the foregoing clauses (15i) days' advance notice and (ii), (C) in addition to satisfying the terms of the preceding clause (B), in respect of any issuances of the type referred to in clause (B) of the proviso of Section 1.2(a)(ii)(B) not requiring prepayment of the Obligations pursuant to such Section, the terms of such acquisition Stock contain the same strike price and/or conversion ratio, as applicable, and otherwise contain substantially equivalent economic and other terms as the Stock issued to the Xxxxx Xxxxxx Parties on the Closing Date, (D) Agent shall have received copies of all the acquisition and related documents and all such documents instruments relating to any issuance pursuant to this clause (y), certified by a responsible officer of Lessee or Holdings as true and complete and as satisfying the terms of this Section 6.5(a)(i); and (E) provided that the terms of this Section 6.5 permitting certain stock issuances shall not be in form and substance satisfactory deemed to Agent. Notwithstanding anything derogate from or constitute an exception to the contrary contained in this Agreement or the other Loan Documents, Newco shall not incur or suffer to exist any Indebtedness, liabilities or other obligations or enter into any contract, document or instrument other than the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject to the next succeeding sentence, acquiring Borrower's Intellectual Property and (ii) licensing the right to use such Intellectual Property to (A) Borrower pursuant to the Licensing Agreement, dated as of March 1, 1998, between DAMC and Borrower and (B) xxxxxxx.xxx pursuant to the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities or other obligations (other than operating expenses incurred in the ordinary course of business) or enter into any contract, document or instrument other than (i) the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals terms of the Trademarks held by DAMC) and (iv) the lease for the premises located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED Event of Default that the aggregate amount would exist based on a Change of operating expenses and other obligations incurred by DAMC shall not exceed $50,000 in any Fiscal YearControl.

Capital Structure and Business. No Loan Credit Party shall: shall (a) make any changes in any of its business objectives, purposes or operations which, individually or in the aggregate, that could in any way reasonably be expected to materially adversely affect the repayment of the Revolving Loan or any of the other Obligations or could reasonably be expected to have or result in a Material Adverse Effect; , (b) make any change in its capital structure as described in the Disclosure Document, including the issuance or issue sale of any shares of Stock, warrants or other securities convertible into Stock (other than a Permitted Stock Issuance or any Stock issued in accordance with the terms of the Preferred Stock Subordinated Notes) or make any revision of the terms of its outstanding Stock. Notwithstanding the foregoing, and provided that no Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, a Credit Party may, upon prior written notice thereof to Lender, issue or sell shares of Stock of such Credit Party, warrants or amend other securities convertible into Stock of such Credit Party, provided, that the proceeds from the issuance or modify any partnerssale of such Stock, shareholderswarrants or other securities shall be applied to reduce the Revolving Loan or used by such Credit Party only for the following additional purposes and subject to the following additional requirements and conditions: (x) the proceeds from the issuance or sale of such Stock, voting warrants or similar agreement other securities may be used by such Credit Party to acquire New Portfolios or Rejected Portfolios as to which it is the Lender has a party first priority, perfected Lien on the Accounts comprising such acquired New Portfolio or enter into any Rejected Portfolio, as the case may be, subject only to Permitted Encumbrances; or (y) the proceeds from the issuance or sale of such agreementStock, except that Borrower warrants or other securities may be used by such Credit Party (subject to the further limitations and prohibitions set forth in Section 6.1 hereof) to acquire the assets of one or more existing consumer financial services businesses so long as: (i) enter into no more than $2,000,000, taken as a whole, in the DSG Holdings Limited Liability Company Agreementaggregate for all Credit Parties for all issuances or sales of Stock, warrants or other securities during the term of the Revolving Loan is used to acquire the assets of existing consumer financial services businesses, and (ii) no more than forty percent (40%) of the proceeds from all issuances or sales of Stock, warrants or other securities, taken as a whole, in the aggregate for all Credit Parties during the term of the Revolving Loan is used to acquire the assets of existing consumer financial services businesses, and (iii) such acquisitions are limited solely to the assets of one or more existing consumer financial services businesses and no Credit Party acquires any Stock of any Person, and (iv) Borrowers shall have notified Lender in writing in each instance of any such acquisition on the earlier of: (aa) three (3) days of the date on which any Credit Party executes any agreement, pursuant to which such Credit Party agrees to such acquisition, and (bb) fifteen (15) calendar days prior to such acquisition, and (v) prior to such Credit Party’s acquisition of the assets of any such business, Borrowers shall have provided Lender with a written statement to Lender (certified to be true, correct and complete in all respects by Borrower Representative’s Chief Financial Officer or President) that no Default or Event of Default has occurred under the Revolving Loan or any of the Loan Documents and that no Default or Event of Default is anticipated, projected or contemplated to occur as a result of such Credit Party’s acquisition of the assets of any such business. Until the proceeds from the issuance or sale of stock, warrants or other securities pursuant to this Section 6.5 are used in accordance with this Section 6.5, the applicable Credit Party may invest such proceeds in Cash Equivalent Investments which are pledged to Lender as additional Collateral and perfected in a manner reasonably acceptable to Lender. Notwithstanding anything set forth herein to the contrary, a Credit Party may change its capital structure from a corporation to a limited liability company or from a limited liability company to a corporation provided that (i) Lender shall have consented to such transaction, (ii) form the Credit Parties have executed any documentation and taken any steps reasonably requested by Lender, including, any documentation required by Lender to ensure Lender has a wholly-owned Subsidiary ("NEWCO") for first priority lien on the sole purpose Stock and assets of acquiring such Credit Party after giving effect to any Stock held by Borrower in DSG Holdings, such change and (iii) repurchase Lender shall have on or prior to such change received consolidated and consolidating income statements, statements of cash flows and balance sheets of the common stock Borrowers which shall provide all required information both before and after giving effect to such change and otherwise in form and substance satisfactory to Lender to ensure that such change does not affect any of Borrower the obligations of the Credit Parties under any Loan Document or any rights of Lender with respect to the extent contemplated by SECTION 1.3(c), (iv) enter into that certain Second Amended and Restated Stockholders' Agreement in substantially the form of EXHIBIT H attached hereto, (v) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially the form of EXHIBIT I attached hereto, (vi) relinquish the October 2000 Warrants as described in the Information Statement and (vii) terminate the purchase agreements under which the Preferred Stock was issued; (c) amend its articles or certificate of incorporation, charter, by-laws or other organizational documents; or (d) Credit Parties. No Credit Party shall engage in any business other than the retail sale of clothing and sporting goodsbusinesses currently engaged in by it or businesses reasonably related thereto. Borrower Guaranteed Indebtedness. No Credit Party shall not create, incur, assume or permit Newco to, directly or indirectly, engage in any business or activities other than acquiring and holding Borrower's Stock in DSG Holdings. Prior to giving effect to any such acquisition, Borrower will give Agent fifteen (15) days' advance notice of such acquisition and copies of all the acquisition and related documents and all such documents shall be in form and substance satisfactory to Agent. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Newco shall not incur or suffer to exist any Indebtedness, liabilities Guaranteed Indebtedness except (a) by endorsement of instruments or other obligations or enter into any contract, document or instrument other than the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject items of payment for deposit to the next succeeding sentencegeneral account of any Credit Party, acquiring Borrower's Intellectual Property and (iib) licensing for Guaranteed Indebtedness incurred for the right to use such Intellectual Property to benefit of any other Credit Party if the primary obligation is expressly permitted by this Agreement, (Ac) Borrower the obligations of the Credit Parties pursuant to a guaranty in favor of BMO Capital Markets Corp. pursuant to which the Licensing Agreement, Credit Parties guaranty up to $8,000,000 of the obligations of Pal XVI set forth in and evidenced by that certain Receivables Financing Agreement dated as of March 12, 19982007 (the “Receivables Financing Agreement”) by and among Pal XVI, between DAMC as borrower, Palisades Collection L.L.C., as servicer, Fairway Finance Company, LLC, as lender, BMO Capital Markets Corp., as administrative and Borrower collateral agent, and Bank of Montreal, as liquidity agent for the liquidity providers, provided, that such obligations are at all times subordinate to payment of the Obligations of the Credit Parties to the Lender pursuant to an intercreditor agreement (Band any other applicable documents, from time to time) xxxxxxx.xxx satisfactory, in form and substance, to the Lender, (d) the obligations of the Credit Parties pursuant to the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything Group Promissory Note, the Group Indemnification Agreement and the guaranty in favor of Asta Group, Incorporated pursuant to which the Credit Parties guaranty the obligations of Asta Funding under the Group Promissory Note, provided, that such obligations are at all times subordinate to payment of the Obligations of the Credit Parties to the contrary contained Lender pursuant to an intercreditor agreement (and any other applicable documents, from time to time) satisfactory, in this Agreement or form and substance, to the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities or other obligations (other than operating expenses incurred in the ordinary course of business) or enter into any contract, document or instrument other than (i) the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals of the Trademarks held by DAMC) Lender and (ive) the lease for the premises located at 000 Xxxxxxxx Xxxxxxin connection with Pal XVI, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED that the aggregate amount of operating expenses and other obligations incurred as satisfied by DAMC shall not exceed $50,000 in any Fiscal YearCapital Contribution Amounts pursuant to Section 6.4(d) above.

Capital Structure and Business. No Loan Party shall: (a) Such Credit Party shall not (and shall cause each Subsidiary of such Credit Party not to) make any changes in any of its business objectives, purposes or operations which, individually or in the aggregate, that could in any way adversely affect the repayment of the Loans or any of the other Obligations or could reasonably be expected to have or result in a Material Adverse Effect; (b) such Credit Party shall not (and shall cause each Subsidiary of such Credit Party (other than the Excluded Subsidiaries) not to) make any change (other than with respect to the Equity Drawdown Facility) in its capital structure as described in Disclosure Schedule (3.8), including the issuance of any shares of Stock, warrants or issue any other securities convertible into Stock (other than a Permitted Stock Issuance or any Stock issued in accordance with the terms of the Preferred Stock Subordinated Notes) or make any revision of the terms of its outstanding Stock or amend or modify any partnersStock; provided, shareholders, voting or similar agreement to which it is a party or enter into any such agreement, except that Borrower may that: (i) Borrower may make a Public Offering or Private Offering of its common Stock so long as (A) the proceeds thereof are applied in prepayment of the Obligations as required by Section 1.3(b)(iii), and (B) no Change of Control occurs after giving effect thereto; (ii) Credit Parties and their respective Subsidiaries may enter into the DSG Holdings Limited Liability Company Agreement*** described in Disclosure Schedule (6.5) (the "***"); (iii) Borrower may refinance the Subordinated Notes in accordance with Section 6.14; and (iv) Borrower may repurchase the Subordinated Notes in a swap for Borrower's common Stock or preferred Stock, (ii) form a wholly-owned Subsidiary ("NEWCO") for the sole purpose of acquiring pursuant to which such Stockholders would not have any Stock held cash redemption rights or other potential cash outlay requirements or entitlements to be paid directly or indirectly by Borrower in DSG Holdingsexchange for such Subordinated Notes, (iii) repurchase the common stock of Borrower all pursuant to the extent contemplated by SECTION 1.3(c), (iv) enter into that certain Second Amended terms and Restated Stockholders' Agreement in substantially the form of EXHIBIT H attached hereto, (v) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially the form of EXHIBIT I attached hereto, (vi) relinquish the October 2000 Warrants as described in the Information Statement and (vii) terminate the purchase agreements under conditions for which the Preferred Stock was issuedCo-Agents shall have given their prior written consent; or (c) such Credit Party shall not (and shall cause each Subsidiary of such Credit Party not to) amend its charter or bylaws, or memorandum of association or articles of association, as the case may be, in a manner that would adversely affect Co-Agents or certificate Lenders or such Credit Party's duty or ability to repay the Obligations. Such Credit Party shall not (and shall cause each Subsidiary of incorporation, charter, by-laws or other organizational documents; or (dsuch Credit Party not to) engage in any business other than the retail sale same or similar lines of clothing and sporting goods. Borrower shall not permit Newco to, directly or indirectly, engage businesses currently engaged in any business or activities other than acquiring and holding Borrower's Stock in DSG Holdings. Prior to giving effect to any such acquisition, Borrower will give Agent fifteen (15) days' advance notice of such acquisition and copies of all the acquisition and related documents and all such documents shall be in form and substance satisfactory to Agent. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Newco shall not incur or suffer to exist any Indebtedness, liabilities or other obligations or enter into any contract, document or instrument other than the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject to the next succeeding sentence, acquiring Borrower's Intellectual Property and (ii) licensing the right to use such Intellectual Property to (A) Borrower pursuant to the Licensing Agreement, dated as of March 1, 1998, between DAMC and Borrower and (B) xxxxxxx.xxx pursuant to the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities or other obligations (other than operating expenses incurred in the ordinary course of business) or enter into any contract, document or instrument other than (i) the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals of the Trademarks held by DAMC) and (iv) the lease for the premises located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED that the aggregate amount of operating expenses and other obligations incurred by DAMC shall not exceed $50,000 in any Fiscal Yearit.

Capital Structure and Business. No Loan Credit Party shall: shall (a) make any changes in any of its business objectives, purposes or operations which, individually or in the aggregate, that could in any way adversely affect the repayment of the Loans or any of the other Obligations or could reasonably be expected to have or result in a Material Adverse Effect; , (b) make any change in its capital structure or issue any Stock (other than a Permitted Stock Issuance or any Stock issued in accordance with the terms of the Preferred Stock Subordinated Notes) or make any revision of the terms of its outstanding Stock or amend or modify any partners, shareholders, voting or similar agreement to which it is a party or enter into any such agreement, except that Borrower may (i) enter into the DSG Holdings Limited Liability Company Agreement, (ii) form a wholly-owned Subsidiary ("NEWCO") for the sole purpose of acquiring any Stock held by Borrower in DSG Holdings, (iii) repurchase the common stock of Borrower to the extent contemplated by SECTION 1.3(c), (iv) enter into that certain Second Amended and Restated Stockholders' Agreement in substantially the form of EXHIBIT H attached hereto, (v) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially the form of EXHIBIT I attached hereto, (vi) relinquish the October 2000 Warrants as described in Disclosure Schedule (3.8), other than the Information Statement issuance or sale of any shares of Common Stock, warrants, options or other securities convertible into Common Stock so long as the net cash proceeds of any such issuance are paid to Agent for application to the Revolving Loan and Agent and Lenders obtain a first priority security interest (viisubject to Permitted Encumbrances) terminate the purchase agreements under which the Preferred Stock was issued; to any non-cash proceeds thereof or (c) amend its articles charter or certificate of incorporation, charter, by-laws bylaws in a manner that would adversely affect Agent or other organizational documents; Lenders or (d) such Credit Party's duty or ability to repay the Obligations. No Credit Party shall engage in any business other than the retail sale of clothing and sporting goodsbusinesses currently engaged in by it or businesses reasonably related thereto. Borrower Guaranteed Indebtedness. No Credit Party shall not create, incur, assume or permit Newco to, directly or indirectly, engage in any business or activities other than acquiring and holding Borrower's Stock in DSG Holdings. Prior to giving effect to any such acquisition, Borrower will give Agent fifteen (15) days' advance notice of such acquisition and copies of all the acquisition and related documents and all such documents shall be in form and substance satisfactory to Agent. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Newco shall not incur or suffer to exist any IndebtednessGuaranteed Indebtedness except (a) by endorsement of instruments or items of payment for deposit to the general account of any Credit Party, liabilities and (b) for Guaranteed Indebtedness incurred for the benefit of any other Credit Party if the primary obligation is expressly permitted by this Agreement. Liens. No Credit Party shall create, incur, assume or permit to exist any Lien on or with respect to its Accounts or any of its other properties or assets (whether now owned or hereafter acquired) except for (a) Permitted Encumbrances; (b) Liens in existence on the date hereof and summarized on Disclosure Schedule (6.7) securing the Indebtedness described on Disclosure Schedule (6.3) and permitted refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided that the principal amount of the Indebtedness so secured is not increased and the Lien does not attach to any other property; (c) Liens expressly referenced in Section 6.3(a)(v) securing Indebtedness permitted under such Section 6.3(a)(v) and permitted refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided that the principal amount of the Indebtedness so secured is not increased and the Lien does not attach to any other property; (d) Liens on the cash collateral or other obligations or enter into any contract, document or instrument other than cash security provided to Prior Lender on the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject to the next succeeding sentence, acquiring Borrower's Intellectual Property and (ii) licensing the right to use such Intellectual Property to (A) Borrower Closing Date pursuant to the Licensing Agreement, dated as of March 1, 1998, between DAMC and Borrower payoff letter delivered under Section 2.1(b); and (Be) xxxxxxx.xxx pursuant to Liens created after the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities date hereof by conditional sale or other obligations title retention agreements (other than operating expenses incurred including Capital Leases) or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Credit Party in the ordinary course of business) or enter into any contract, document or instrument other than (i) involving the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals incurrence of the Trademarks held by DAMC) and (iv) the lease for the premises located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED that the an aggregate amount of operating expenses purchase money Indebtedness and other obligations incurred by DAMC shall Capital Lease Obligations which, when combined with all permitted transactions under Section 6.12(2), do not exceed $50,000 2,000,000 on a trailing twelve month basis (provided that no Default or Event of Default has occurred or is continuing, that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within 20 days following such purchase, that such indebtedness does not exceed 100% of the purchase price of the subject assets and that all net proceeds of such purchase money debt are paid to Agent for application to the Revolving Loans). In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action, that would prohibit the creation of a Lien on any of its properties or other assets in any Fiscal Yearfavor of Agent, on behalf of itself and Lenders, as additional collateral for the Obligations, except operating leases, Capital Leases or Licenses which prohibit Liens upon the assets that are subject thereto.

Capital Structure and Business. No Loan Credit Party shall: shall (a) make any changes in any of its business objectives, purposes or operations which, individually or in the aggregate, that could in any way reasonably be expected to materially adversely affect the repayment of the Revolving Loan or any of the other Obligations or could reasonably be expected to have or result in a Material Adverse Effect; , (b) make any change in its capital structure as described in the Disclosure Document, including the issuance or issue sale of any shares of Stock, warrants or other securities convertible into Stock (other than a Permitted Stock Issuance or any Stock issued in accordance with the terms of the Preferred Stock Subordinated Notes) or make any revision of the terms of its outstanding Stock. Notwithstanding the foregoing, and provided that no Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, a Credit Party may, upon prior written notice thereof to Agent, issue or sell shares of Stock of such Credit Party, warrants or amend other securities convertible into Stock of such Credit Party, provided that the proceeds from the issuance or modify any partnerssale of such Stock, shareholderswarrants or other securities shall be applied to reduce the Revolving Loan or used by such Credit Party only for the following additional purposes and subject to the following additional requirements and conditions: (x) the proceeds from the issuance or sale of such Stock, voting warrants or similar agreement other securities may be used by such Credit Party to acquire Eligible New Portfolios or Rejected Portfolios as to which it is the Agent, on behalf of the Lenders has a party first priority, perfected Lien on the Accounts comprising such acquired Eligible New Portfolio or enter into any Rejected Portfolio, as the case may be, subject only to Permitted Encumbrances; or (y) the proceeds from the issuance or sale of such agreementStock, except that Borrower warrants or other securities may be used by such Credit Party (subject to the further limitations and prohibitions set forth in Section 6.1 hereof) to acquire the assets of one or more existing consumer financial services businesses so long as: (i) enter into no more than Twenty Million Dollars ($20,000,000.00), taken as a whole, in the DSG Holdings Limited Liability Company Agreementaggregate for all Credit Parties for all issuances or sales of Stock, warrants or other securities during the term of the Revolving Loan is used to acquire the assets of existing consumer financial services businesses, and (ii) no more than forty percent (40%) of the proceeds from all issuances or sales of Stock, warrants or other securities, taken as a whole, in the aggregate for all Credit Parties during the term of the Revolving Loan is used to acquire the assets of existing consumer financial services businesses, and (iii) such acquisitions are limited solely to the assets of one or more existing consumer financial services businesses and no Credit Party acquires any Stock of any Person, and (iv) Borrowers shall have notified Agent in writing in each instance of any such acquisition on the earlier of: (aa) three (3) days of the date on which any Credit Party executes any agreement, pursuant to which such Credit Party agrees to such acquisition, and (bb) fifteen (15) calendar days prior to such acquisition, and (v) prior to such Credit Party's acquisition of the assets of any such business, Borrowers shall have provided Agent with a written statement to Agent and Lenders (certified to be true, correct and complete in all respects by Borrower Representative's Chief Financial Officer or President) that no Default or Event of Default has occurred under the Revolving Loan or any of the Loan Documents and that no Default or Event of Default is anticipated, projected or contemplated to occur as a result of such Credit Party's acquisition of the assets of any such business. Until the proceeds from the issuance or sale of stock, warrants or other securities pursuant to this Section 6.5 are used in accordance with this Section 6.5, the applicable Credit Party may invest such proceeds in Cash Equivalent Investments which are pledged to Agent as additional Collateral and perfected in a manner reasonably acceptable to Agent. Notwithstanding anything set forth herein to the contrary, a Credit Party may change its capital structure from a corporation to a limited liability company or from a limited liability company to a corporation provided that (i) Agent shall have consented to such transaction, (ii) form the Credit Parties have executed any documentation and taken any steps reasonably requested by Agent, including, any documentation required by Agent to ensure Agent has a wholly-owned Subsidiary ("NEWCO") for first priority lien on the sole purpose Stock and assets of acquiring such Credit Party after giving effect to any Stock held by Borrower in DSG Holdings, such change and (iii) repurchase Agent shall have on or prior to such change received consolidated and consolidating income statements, statements of cash flows and balance sheets of the common stock Borrowers which shall provide all required information both before and after giving effect to such change and otherwise in form and substance satisfactory to Agent to ensure that such change does not affect any of Borrower the obligations of the Credit Parties under any Loan Document or any rights of Agent or Lenders with respect to the extent contemplated by SECTION 1.3(c), (iv) enter into that certain Second Amended and Restated Stockholders' Agreement in substantially the form of EXHIBIT H attached hereto, (v) enter into that certain Second Amended and Restated Registration Rights Agreement in substantially the form of EXHIBIT I attached hereto, (vi) relinquish the October 2000 Warrants as described in the Information Statement and (vii) terminate the purchase agreements under which the Preferred Stock was issued; (c) amend its articles or certificate of incorporation, charter, by-laws or other organizational documents; or (d) Credit Parties. No Credit Party shall engage in any business other than the retail sale of clothing and sporting goods. Borrower shall not permit Newco to, directly businesses currently engaged in by it or indirectly, engage in any business or activities other than acquiring and holding Borrower's Stock in DSG Holdings. Prior to giving effect to any such acquisition, Borrower will give Agent fifteen (15) days' advance notice of such acquisition and copies of all the acquisition and businesses reasonably related documents and all such documents shall be in form and substance satisfactory to Agent. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, Newco shall not incur or suffer to exist any Indebtedness, liabilities or other obligations or enter into any contract, document or instrument other than the acquisition agreements and other documents referred to in the preceding sentence. Borrower shall not permit DAMC to, directly or indirectly, engage in any business or activities other than (i) subject to the next succeeding sentence, acquiring Borrower's Intellectual Property and (ii) licensing the right to use such Intellectual Property to (A) Borrower pursuant to the Licensing Agreement, dated as of March 1, 1998, between DAMC and Borrower and (B) xxxxxxx.xxx pursuant to the xxxxxxx.xxx Trademark Agreement. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, DAMC shall not incur or suffer to exist any Indebtedness, liabilities or other obligations (other than operating expenses incurred in the ordinary course of business) or enter into any contract, document or instrument other than (i) the acquisition agreements, royalty and licensing agreements, guarantee and security documents referred to in the preceding sentence,(ii) the xxxxxxx.xxx Trademark Agreement, (iii) any agreements for accounting, legal or other professional services (including,without limitation, agreements for appraisals of the Trademarks held by DAMC) and (iv) the lease for the premises located at 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx. Delaware; PROVIDED that the aggregate amount of operating expenses and other obligations incurred by DAMC shall not exceed $50,000 in any Fiscal Yearthereto.