Common use of Capital Structure and Business Clause in Contracts

Capital Structure and Business. (a) No Credit Party shall: (i) permit any Person (other than Borrower or any Credit Party that is a Pledgor under the Pledge Agreement) to own any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: (A) any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No Credit Party shall amend its charter, bylaws, operating agreement or other organizational documents, in either case in a manner that would adversely affect Agent or Lenders or such Credit Party’s duty or ability to repay the Obligations (it being understood that any amendment to authorize, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the businesses engaged in by it on the Closing Date or businesses reasonably related thereto.

Capital Structure and Business. (a) No Credit Party shall: (i) permit any Person (other than Borrower or any Credit Party that is a Pledgor under the Pledge Agreement) to own any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: (A) any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No Credit Party shall make any changes in any of its business objectives, purposes or operations which could in any way adversely affect the repayment of the Loans or any of the other Obligations or could have or result in a Material Adverse Effect. None of Borrower, Parent or any Store Guarantor shall (a) make any change in its capital structure as described on Disclosure Schedule 3.8 (including a change in capital structure effected through the issuance of any shares of Stock, warrants or other securities convertible into Stock or any revision of the terms of its outstanding Stock), or (b) amend its charter, bylaws, operating agreement charter or other organizational documents, in either case bylaws in a manner that which would adversely affect the Agent or Lenders or such Credit Party’s Borrower's, Parent's or Store Guarantors' duty or ability to repay the Obligations (it being understood Obligations; provided, however, that any amendment to authorize, nothing herein shall prohibit a merger or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited)consolidation otherwise permitted by Section 6.1 hereof. Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the businesses currently engaged in by it on the Closing Date or businesses reasonably related thereto. 4. Effective immediately prior to the closing of the IPO, Section 6.8 of the Credit Agreement is hereby amended by (i) deleting that portion of such Section 6.8 appearing after the caption and prior to "(a)" and inserting in its place the following: No Credit Party shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including the capital Stock of any of its Subsidiaries, or any of their Accounts, other than as permitted under Section 6.1 and and (ii) adding the following at the end of such Section 6.8: None of Borrower, Parent or any Store Guarantor shall sell or issue any of its capital Stock (other than directors' qualifying shares) to any person other than a Credit Party. 5. Lenders hereby acknowledge that they have received notice of the corporate mergers and name changes described on Exhibit A hereto and that the requirements of Section 6.16 of the Credit Agreement with respect thereto have been met. 6. This Amendment may be executed in counterparts with each such counterpart considered an original and all such counterparts constituting one and the same document. THE TERMS OF THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS (EXCLUSIVE OF ANY RULES AS TO CONFLICT OF LAWS) AND THE LAWS OF THE UNITED STATES APPLICABLE THEREIN. Except as specifically amended hereby, the Credit Agreement remains in full force and effect.

Capital Structure and Business. No Loan Party shall: (a) No Credit Party shall: 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) permit any Person (other than Borrower or any Credit Party that is a Pledgor under enter into the Pledge DSG Holdings Limited Liability Company Agreement) to own any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell form a wholly-owned Subsidiary ("NEWCO") for the sole purpose of acquiring any Stock to any Person, except that: (A) any Subsidiary of held by Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisitionin DSG Holdings, (2iii) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay repurchase the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on to the Closing Date 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 a part of described in the Related Transactions so long as Information Statement and (vii) terminate the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued purchase agreements under Section 6.3(a)(vi). which the Preferred Stock was issued; (bc) No Credit Party shall amend its articles or certificate of incorporation, charter, bylaws, operating agreement by-laws or other organizational documents, in either case in a manner that would adversely affect Agent ; or Lenders or such Credit Party’s duty or ability to repay the Obligations (it being understood that any amendment to authorize, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each Credit Party that is a limited liability company agrees that at all times (id) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the businesses engaged 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 it on DAMC) and (iv) the Closing Date or businesses reasonably related theretolease 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. (a) No Credit Party shall: (i) permit any Person (other than Borrower or any Credit Party that is a Pledgor under the Pledge Agreement) to own any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: (A) any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange conversion of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No Credit Party shall amend its charter, bylaws, operating agreement bylaws or other organizational documents, in either case in a manner that would adversely affect Agent or Lenders or such Credit Party’s duty or ability to repay the Obligations (it being understood that any amendment to authorize, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the businesses engaged in by it on the Closing Date or businesses reasonably related thereto.

Capital Structure and Business. No Credit Party shall (a) No make any changes in any of its business objectives, purposes or operations that could 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 sale of any shares of Stock, warrants or other securities convertible into Stock or 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 shall: may, upon prior written notice thereof to Administrative Agent, issue or sell shares of Stock of such Credit Party, warrants or other securities convertible into Stock of such Credit Party, provided that the proceeds from the issuance or sale of such Stock, warrants 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, warrants or other securities may be used by such Credit Party to acquire Eligible New Portfolios or Rejected Portfolios as to which the Administrative Agent, on behalf of the Lenders has a first priority, perfected Lien on the Accounts comprising such acquired Eligible New Portfolio or Rejected Portfolio, as the case may be, subject only to Permitted Encumbrances; or (y) the proceeds from the issuance or sale of such Stock, 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) permit any Person no more than Twenty Million Dollars ($20,000,000), taken as a whole, in the aggregate 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 Borrower forty percent (40%) of the proceeds from all issuances or any 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 that is a Pledgor under the Pledge Agreement) to own acquires any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: and (Aiv) Borrowers shall have notified Administrative Agent in writing in each instance of any Subsidiary 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 may issue Stock to Borrower Representative's Chief Financial Officer or President) that no Default or Event of Default has occurred under the Revolving Loan or any Pledgor (other than Mid-Missouri Telephone) under of the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock Loan Documents and that no Default or Event of Default is anticipated, projected or contemplated to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long occur as no Change a result of Control occurs after giving effect thereto, no holding company such Credit Party's acquisition of Borrower exists after giving effect thereto and either the assets of any such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after business. Until the date of issuance thereof the Net Cash Proceeds proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisitionor sale of stock, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) warrants or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued other securities pursuant to this Section 6.5 are used in accordance with this Section 6.5, the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No applicable Credit Party shall amend its charter, bylaws, operating agreement or other organizational documents, may invest such proceeds in either case Cash Equivalent Investments which are pledged to Administrative Agent as additional Collateral and perfected in a manner that would adversely affect Agent or Lenders or such Credit Party’s duty or ability reasonably acceptable to repay Administrative Agent. Notwithstanding anything set forth herein to the Obligations (it being understood that any amendment to authorizecontrary, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each a Credit Party that is may change its capital structure from a corporation to a limited liability company agrees or from a limited liability company to a corporation provided that at all times (i) Administrative Agent shall have consented to such transaction, (ii) the limited liability company interestsCredit Parties have executed any documentation and taken any steps reasonably requested by Administrative Agent, membership interestsincluding, units or other interests in any documentation required by Administrative Agent to ensure Collateral Agent, for the benefit of the Agents and Lenders, has a first priority lien on the Stock and assets of such Credit Party shall be represented by one or more certificates after giving effect to any such change and (iiiii) Administrative Agent shall have on or prior to such certificates change received consolidated and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 consolidating income statements, statements of cash flows and balance sheets of the Code. (c) 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 the obligations of the Credit Parties under any Loan Document or any rights of Agents or Lenders with respect to the Credit Parties. No Credit Party shall engage in any business other than the businesses currently engaged in by it on the Closing Date or businesses reasonably related thereto.

Capital Structure and Business. No Credit Party shall (a) No Credit Party shall: make any changes in any of its business objectives, purposes or operations 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, (ib) permit make any Person change in its capital structure as described in Disclosure Schedule (3.8), other than Borrower the issuance or any Credit Party that is a Pledgor under the Pledge Agreement) to own any Stock sale of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: (A) any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions Common Stock, warrants, options or other securities convertible into Common Stock so long as the Initial IDSnet 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 (subject to Permitted Encumbrances) to any non-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). cash proceeds thereof or (bc) No Credit Party shall amend its charter, bylaws, operating agreement charter or other organizational documents, in either case bylaws in a manner that would adversely affect Agent or Lenders or such Credit Party’s 's duty or ability to repay the Obligations (it being understood that any amendment to authorize, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited)Obligations. Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the businesses currently engaged in by it on the Closing Date or businesses reasonably related thereto. Guaranteed Indebtedness. No Credit Party shall create, incur, assume or permit to exist any Guaranteed Indebtedness except (a) by endorsement of instruments or items of payment for deposit to the general account of any Credit Party, 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 cash security provided to Prior Lender on the Closing Date pursuant to the payoff letter delivered under Section 2.1(b); and (e) Liens created after the date hereof by conditional sale or other title retention agreements (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, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations which, when combined with all permitted transactions under Section 6.12(2), do not exceed $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 favor 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. (a) No Credit Party shall: shall (i) permit any Person (other than Borrower or any Credit Party that is a Pledgor under the Pledge Agreement) to own any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any shares of preferred Stock to any Personthe extent the terms of such preferred Stock provide for, except that: (A) any Subsidiary or permit the holders of Borrower may issue such preferred Stock to Borrower require, a mandatory redemption or any Pledgor other cash payment prior to February 28, 2014 unless such redemption or other cash payment is subject to the terms of this Agreement and the other Loan Documents, (ii) make any change in its capital structure as described in Disclosure Schedule 3.8, including the issuance or sale of any shares of Stock, warrants or other than Mid-Missouri Telephone) under securities convertible into Stock or any revision of the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower terms of its outstanding Stock; provided, that Holdings may issue or sell shares of its Class A common stock Stock for fair market value cash so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5iii) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No Credit Party shall amend its charter, bylaws, operating agreement charter or other organizational documents, in either case bylaws in a manner that would adversely affect Agent or Lenders or such Credit Party’s duty or ability to repay the Obligations (it being understood that any amendment to authorize, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited)Obligations. Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the businesses currently engaged in by it or businesses reasonably related thereto (including home health). (b) Prior to the Merger Funding Date, AcquisitionCo shall not engage in any business, operations or activity, or hold any property, other than the following, in each case to the extent permitted by AcquisitionCo’s Constituent Documents, (i) holding Stock of the Target, (ii) issuing, selling and redeeming its own Stock, (iii) paying taxes and dividends permitted hereunder, (iv) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other activities required to maintain its separate corporate or other legal structure, (v) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Stock, (vi) as necessary to consummate the transactions contemplated by the Loan Documents or any Related Transaction and (vii) such other business, operations and activities consented to by the Agent. (c) Unless such Non-Guarantor Subsidiary has complied with Section 5.11 to the reasonable satisfaction of Agent, no Non-Guarantor Subsidiary (other than the JV Subsidiaries) shall engage in any business, operations or activities, or hold any property in an aggregate value of greater than $10,000 with respect to such Non-Guarantor Subsidiary at any time (excluding intangible assets relating to certificates of need), other than (i) in the case of Odyssey Fort Worth and Odyssey Detroit, ownership in fee of such parcels of real property on the Closing Date as described on Disclosure Schedule 6.5(c) and (ii) taking such actions necessary to maintain its existence and good standing or businesses reasonably related theretoto comply with the terms of the Loan Documents.

Capital Structure and Business. (a) No Credit Party shall: (ia) permit make any Person (other than Borrower changes in any of its business objectives, purposes or operations which could in any way adversely affect the repayment of the Loans or any Credit Party that is of the other Obligations or could have or result in a Pledgor under Material Adverse Effect; (b) make any change in its capital structure as described on Disclosure Schedule (3.8), including the Pledge Agreement) to own any Stock issuance of any Subsidiary shares of BorrowerStock, warrants or other securities convertible into Stock or any revision of the terms of its outstanding Stock, except that the (i) Borrower may make a Qualified Public Offering of its Common Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: so long as (A) any Subsidiary the proceeds thereof are applied in prepayment of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; Obligations as required by Section 1.3(b)(ii), and (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (Eii) Borrower may issue Class A common stock as part -45- 50 additional shares of Initial IDS Securities required to be issued its capital stock, pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part an exercise of the Related Transactions so long GECC Warrants, (iii) Borrower may issue capital stock and Subordinated Debt to the extent necessary to satisfy the portion of Net Litigation Liability, if any, which exceeds $3,000,000 as provided in Section 2.2(b), (iv) Borrower may increase the Initial IDSnumber of authorized shares of its Common Stock, (v) Borrower may issue the Management Options and, upon their exercise, issue shares of its capital stock in accordance with their terms, (vi) Borrower and Tessco may effect the Tessco Liquidation and mergers of Subsidiaries in compliance with Section 6.1, (vii) Borrower may issue additional shares of its capital stock upon the exercise of Series A Warrants, and payment-Linked Subordinated Notes issued as part in-kind dividends, in accordance with the terms and conditions of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi).the Series A Preferred Stock Documents, and (viii) Borrower may issue the "Litigation Warrants" in accordance with the terms and conditions of the Series A Preferred Stock Documents; (bc) No Credit Party shall amend its charter, bylaws, operating agreement charter (including any certificate of designation with respect to preferred stock) or other organizational documents, in either case bylaws in a manner that which would adversely affect Agent or Lenders or such Credit Party’s 's duty or ability to repay the Obligations (it being understood that any amendment other than, in the case of Borrower, to authorize, or increase the number of authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code.its Common Stock; or (cd) No Credit Party shall engage in any business other than the businesses currently engaged in by it on the Closing Date or businesses reasonably related thereto.

Capital Structure and Business. (a) No Credit Party shall: (ia) permit make any Person (other than Borrower changes in any of its business objectives, purposes or operations which could in any way adversely affect the repayment of the Loans or any Credit Party that is of the other Obligations or could have or result in a Pledgor under Material Adverse Effect; (b) make any change in its capital structure as described on Disclosure Schedule (3.8), including the Pledge Agreement) to own any Stock issuance of any Subsidiary shares of BorrowerStock, warrants or other securities convertible into Stock or any revision of the terms of its outstanding Stock, except that the (i) Borrower may make a Qualified Public Offering of its Common Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: so long as (A) any Subsidiary the proceeds thereof are applied in prepayment of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; Obligations as required by Section 1.3(b)(ii), and (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (Eii) Borrower may issue Class A common stock as part additional shares of Initial IDS Securities required to be issued its capital stock, pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part an exercise of the Related Transactions so long GECC Warrants, (iii) Borrower may issue capital stock and Subordinated Debt to the extent necessary to satisfy the portion of Net Litigation Liability, if any, which exceeds $3,000,000 as provided in Section 2.2(b), (iv) Borrower may increase the Initial IDSnumber of authorized shares of its Common Stock, (v) Borrower may issue the Management Options and, upon their exercise, issue shares of its capital stock in accordance with their terms, (vi) Borrower and Tessco may effect the Tessco Liquidation and mergers of Subsidiaries in compliance with Section 6.1, (vii) Borrower may issue additional shares of its capital stock upon the exercise of Series A Warrants, and payment-Linked Subordinated Notes issued as part in-kind dividends, in accordance with the terms and conditions of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi).the Series A Preferred Stock Documents, and (viii) Borrower may issue the "Litigation Warrants" in accordance with the terms and conditions of the Series A Preferred Stock Documents; (bc) No Credit Party shall amend its charter, bylaws, operating agreement charter (including any certificate of designation with respect to preferred stock) or other organizational documents, in either case bylaws in a manner that which would adversely affect Agent or Lenders or such Credit Party’s 's duty or ability to repay the Obligations (it being understood that any amendment other than, in the case of Borrower, to authorize, or increase the number of authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code.its Common Stock; or (cd) No Credit Party shall engage in any business other than the businesses currently engaged in by it on the Closing Date or businesses reasonably related thereto.

Capital Structure and Business. (a) No Credit Savvis Party shall: shall make any change in its capital structure as described in Disclosure Schedule (3.8), including the issuance or sale of any shares of Stock, warrants or other securities convertible into Stock or any revision of the terms of its outstanding Stock; except (i) permit any Person (other than Borrower or any Credit Party that is a Pledgor as and to the extent permitted under the Pledge Agreement) to own any Stock Section 6.2 in respect of any Subsidiary of BorrowerInvestments by Holdings in Subsidiaries, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue issuances of Stock pursuant to Stock option or sell any Stock to any Personrestricted stock plans, except that: and (Aiii) any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower Holdings may issue or sell its Class A common stock Stock for fair market value cash so long as (A) the proceeds thereof are applied in prepayment of the Obligations to the extent required by Section 1.2(a)(ii), (B) the terms of such shares of Stock do not mandate or require Holdings or any Savvis Party to, and no Change 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 Control occurs 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 Holdings may issue Stock containing the right to require payment of dividends payable at any time after the Maturity Date but only in the 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 (ii) no default shall exist, or would arise after giving effect theretoto any such payment, no holding company of Borrower exists after giving effect thereto under any replacement or other senior obligations, and either any such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash Stock shall contain terms reflecting the foregoing clauses (i) and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisitionii), (2C) in addition to finance a permitted Consolidated Capital Expendituresatisfying 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 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, (3D) Agent shall have received copies of all documents and instruments relating to prepay Subordinated Debtany issuance pursuant to this clause (y), (4) to prepay certified by a responsible officer of Lessee or Holdings as true and complete and as satisfying the Loans as required by terms of this Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l6.5(a)(i); and and (E) Borrower may issue Class A common provided that the terms of this Section 6.5 permitting certain stock as part of Initial IDS Securities required issuances shall not be deemed to be issued pursuant derogate from or constitute an exception to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part terms of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part Event of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi)Default that would exist based on a Change of Control. (b) No Credit Savvis Party shall amend its charter, bylaws, operating agreement charter or other organizational documents, in either case bylaws in a manner that would adversely affect Agent or Lenders Lessors or such Credit Savvis Party’s 's duty or ability to repay the Obligations (it being understood that or adversely affect its rights under the Warrant Documents or violate or be inconsistent with any amendment to authorize, or increase the authorized shares of, any class other terms of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code.this Agreement; and (c) No Credit Savvis Party shall (i) engage in any business other than the businesses engaged build-out, implementation and operation of the Network and other Telecommunication Businesses and the conduct of related Telecommunication Business and matters incidental thereto, in each case as described in and contemplated by it the Business Plan or (ii) discontinue any line of business contemplated by the Business Plan that provides ten percent (10%) or more of the consolidated revenues of such Savvis Party or (iii) notwithstanding any other provision of this Agreement, invoice customers or create accounts receivable or enter into new contracts or agreements or amend any contracts or agreements if any such action could be inconsistent, directly or indirectly, with any of the following principles: (A) all contracts and agreements with customers existing on the Execution Date or the Closing Date (including, without limitation, the Reuters Network Services Agreement, the MoneyLine Network Services Term Sheet (for so long as the MoneyLine Network Services Agreement shall not be in existence) and the MoneyLine Network Services Agreement, if in existence, regardless of the location of the services performed thereunder, whether within or businesses reasonably related theretooutside of the United States) shall continue to be billed and collected by (and the accounts receivable thereunder shall continue to be owned by) and payable to Holdings or Lessee (as applicable) in the United States, without change, following the Execution Date; (B) all contracts and agreements arising at any time that relate to U.S. domestic activities, shall be billed and collected by (and the accounts receivable thereunder shall be owned by) and payable to Lessee in the United States; and (C) all contracts and agreements relating to services rendered by Savvis International or any foreign Subsidiaries of Holdings to customers located outside of the United States may at Holdings' election be invoiced, billed and collected by any of the Savvis Parties, except as and to the extent otherwise expressly provided in subsection (iii)(A) above, the terms of which subsection (iii)(A) shall govern and prevail to the extent of any conflict between the terms thereof and the terms of this subsection (iii)(C).

Capital Structure and Business. (a) No Such Credit Party shall: 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 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 other securities convertible into Stock or any revision of the terms of its outstanding Stock; provided, that: (i) permit any Person (other than Borrower may make a Public Offering or any Credit Party that is a Pledgor under the Pledge Agreement) to own any Private Offering of its common Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: so long as (A) any Subsidiary the proceeds thereof are applied in prepayment of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; Obligations as required by Section 1.3(b)(iii), and (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto ; (ii) Credit Parties and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after their respective Subsidiaries may enter into the date of issuance thereof *** described in Disclosure Schedule (6.5) (the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l"***"); and (Eiii) Borrower may issue Class A 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 as part of Initial IDS Securities required Stock or preferred Stock, pursuant to which such Stockholders would not have any cash redemption rights or other potential cash outlay requirements or entitlements to be issued paid directly or indirectly by Borrower in exchange for such Subordinated Notes, all pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDSterms and conditions for which Co-Linked Subordinated Notes issued as part of Agents shall have given their prior written consent; or (c) such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No Credit Party shall not (and shall cause each Subsidiary of such Credit Party not to) amend its charter, charter or bylaws, operating agreement or other organizational documentsmemorandum of association or articles of association, in either as the case may be, in a manner that would adversely affect Agent Co-Agents or Lenders or such Credit Party’s 's duty or ability to repay the Obligations (it being understood that any amendment to authorize, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited)Obligations. Each Such Credit Party that is a limited liability company agrees that at all times shall not (i) the limited liability company interests, membership interests, units or other interests in and shall cause each Subsidiary of such Credit Party shall be represented by one or more certificates and (iinot to) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the same or similar lines of businesses currently engaged in by it on the Closing Date or businesses reasonably related theretoit.

Capital Structure and Business. No Credit Party shall (a) No make any changes in any of its business objectives, purposes or operations that could 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 sale of any shares of Stock, warrants or other securities convertible into Stock or 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 shall: may, upon prior written notice thereof to Lender, issue or sell shares of Stock of such Credit Party, warrants or other securities convertible into Stock of such Credit Party, provided, that the proceeds from the issuance or sale of such Stock, warrants 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, warrants or other securities may be used by such Credit Party to acquire New Portfolios or Rejected Portfolios as to which the Lender has a first priority, perfected Lien on the Accounts comprising such acquired New Portfolio or Rejected Portfolio, as the case may be, subject only to Permitted Encumbrances; or (y) the proceeds from the issuance or sale of such Stock, 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) permit any Person no more than $2,000,000, taken as a whole, in the aggregate 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 than Borrower 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 any more existing consumer financial services businesses and no Credit Party that is a Pledgor under the Pledge Agreement) to own acquires any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: and (Aiv) Borrowers shall have notified Lender in writing in each instance of any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor such acquisition on the earlier of: (other than Mid-Missouri Telephoneaa) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, three (3) to prepay Subordinated Debtdays of the date on which any Credit Party executes any agreement, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of which such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No Credit Party shall amend its charteragrees to such acquisition, bylawsand (bb) fifteen (15) calendar days prior to such acquisition, operating agreement or other organizational documents, in either case in a manner that would adversely affect Agent or Lenders or and (v) prior to such Credit Party’s duty 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 ability 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 repay occur as a result of such Credit Party’s acquisition of the Obligations (it being understood that assets of any amendment such business. Until the proceeds from the issuance or sale of stock, warrants or other securities pursuant to authorizethis Section 6.5 are used in accordance with this Section 6.5, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each applicable Credit Party that is 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 agrees or from a limited liability company to a corporation provided that at all times (i) Lender shall have consented to such transaction, (ii) the limited liability company interestsCredit Parties have executed any documentation and taken any steps reasonably requested by Lender, membership interestsincluding, units or other interests in any documentation required by Lender to ensure Lender has a first priority lien on the Stock and assets of such Credit Party shall be represented by one or more certificates after giving effect to any such change and (iiiii) Lender shall have on or prior to such certificates change received consolidated and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 consolidating income statements, statements of cash flows and balance sheets of the Code. (c) 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 the obligations of the Credit Parties under any Loan Document or any rights of Lender with respect to the Credit Parties. No Credit Party shall engage in any business other than the businesses currently engaged in by it on the Closing Date or businesses reasonably related thereto. Guaranteed Indebtedness. No Credit Party shall create, incur, assume or permit to exist any Guaranteed Indebtedness except (a) by endorsement of instruments or items of payment for deposit to the general account of any Credit Party, (b) for Guaranteed Indebtedness incurred for the benefit of any other Credit Party if the primary obligation is expressly permitted by this Agreement, (c) the obligations of the Credit Parties pursuant to a guaranty in favor of BMO Capital Markets Corp. pursuant to which the 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 2, 2007 (the “Receivables Financing Agreement”) by and among Pal XVI, as borrower, Palisades Collection L.L.C., as servicer, Fairway Finance Company, LLC, as lender, BMO Capital Markets Corp., as administrative and 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 (and any other applicable documents, from time to time) satisfactory, in form and substance, to the Lender, (d) the obligations of the Credit Parties pursuant to the 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 Lender pursuant to an intercreditor agreement (and any other applicable documents, from time to time) satisfactory, in form and substance, to the Lender and (e) in connection with Pal XVI, as satisfied by Capital Contribution Amounts pursuant to Section 6.4(d) above.

Capital Structure and Business. No Credit Party shall (a) No Credit Party shall: make any changes in any of its business objectives, purposes or operations that could 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 sale of any shares of Stock, warrants or other securities convertible into Stock or any revision of the terms of its outstanding Stock, except that (i) permit any Person (other than Borrower or any Credit Party that is a Pledgor under the Pledge Agreement) to own any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: (A) any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower Innovations may issue or sell shares of its Class A common stock Stock (x) for fair market value cash so long as the proceeds 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, no holding company (ii) any US Credit Party may issue or sell shares of its Stock to any other US Credit Party (except that US Borrower exists shall not issue or sell any of its Stock to any US Credit Party other than Innovations), (iii) any European Credit Party may issue or sell shares of its Stock to any US Credit Party, and (iv) any European Credit Party may issue or sell shares of its Stock to any other European Credit Party, provided that 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 thereto to such sale or issuance, continue in full force and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash effect and not later than 90 days after shall continue to have the date of issuance thereof priority contemplated by this Credit Agreement and the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisitionother Loan Documents, (2B) that such issuance or sale does not violate applicable law, and (C) such other opinions as Agent may reasonably request, all in form and substance satisfactory to finance a permitted Consolidated Capital ExpenditureAgent, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5c) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No Credit Party shall amend its charter, bylaws, operating agreement charter or other organizational documents, in either case bylaws in a manner that would adversely affect Agent Agent, Lenders or Lenders any Eligible Swap Counterparty or such Credit Party’s duty or ability to repay the Obligations (it being understood that any amendment to authorize, or increase and the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited)Eligible Swap Obligations. Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the businesses currently engaged in by it on the Closing Date or businesses reasonably related thereto.

Capital Structure and Business. (a) No Credit Party shall: (i) permit any Person (other than Borrower or any Credit Party that is a Pledgor under the Pledge Agreement) to own any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri HoldingHolding and except that the Stock of Mid-Maine Telecom shall be owned by Mid-Maine Holdco; or (ii) issue or sell any Stock to any Person, except that: (A) any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Mid Missouri Telephone) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Original Closing Date as a part of the Original Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No Credit Party shall amend its charter, bylaws, operating agreement or other organizational documents, in either case in a manner that would adversely affect Agent or Lenders or such Credit Party’s 's duty or ability to repay the Obligations (it being understood that any amendment to authorize, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s 's operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the businesses engaged in by it on the Restatement Closing Date or businesses reasonably related thereto.

Capital Structure and Business. No Credit Party shall (a) No make any changes in any of its business objectives, purposes or operations that could 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 sale of any shares of Stock, warrants or other securities convertible into Stock or 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 shall: may, upon prior written notice thereof to Agent, issue or sell shares of Stock of such Credit Party, warrants or other securities convertible into Stock of such Credit Party, provided that the proceeds from the issuance or sale of such Stock, warrants 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, warrants or other securities may be used by such Credit Party to acquire Eligible New Portfolios or Rejected Portfolios as to which the Agent, on behalf of the Lenders has a first priority, perfected Lien on the Accounts comprising such acquired Eligible New Portfolio or Rejected Portfolio, as the case may be, subject only to Permitted Encumbrances; or (y) the proceeds from the issuance or sale of such Stock, 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) permit any Person no more than Twenty Million Dollars ($20,000,000.00), taken as a whole, in the aggregate 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 Borrower forty percent (40%) of the proceeds from all issuances or any 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 that is a Pledgor under the Pledge Agreement) to own acquires any Stock of any Subsidiary of Borrower, except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or (ii) issue or sell any Stock to any Person, except that: and (Aiv) Borrowers shall have notified Agent in writing in each instance of any Subsidiary 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 may issue Stock to Borrower Representative's Chief Financial Officer or President) that no Default or Event of Default has occurred under the Revolving Loan or any Pledgor (other than Mid-Missouri Telephone) under of the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock Loan Documents and that no Default or Event of Default is anticipated, projected or contemplated to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long occur as no Change a result of Control occurs after giving effect thereto, no holding company such Credit Party's acquisition of Borrower exists after giving effect thereto and either the assets of any such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after business. Until the date of issuance thereof the Net Cash Proceeds proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisitionor sale of stock, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) warrants or (5) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued other securities pursuant to this Section 6.5 are used in accordance with this Section 6.5, the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No applicable Credit Party shall amend its charter, bylaws, operating agreement or other organizational documents, may invest such proceeds in either case Cash Equivalent Investments which are pledged to Agent as additional Collateral and perfected in a manner that would adversely affect Agent or Lenders or such Credit Party’s duty or ability reasonably acceptable to repay Agent. Notwithstanding anything set forth herein to the Obligations (it being understood that any amendment to authorizecontrary, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited). Each a Credit Party that is may change its capital structure from a corporation to a limited liability company agrees or from a limited liability company to a corporation provided that at all times (i) Agent shall have consented to such transaction, (ii) the limited liability company interestsCredit Parties have executed any documentation and taken any steps reasonably requested by Agent, membership interestsincluding, units or other interests in any documentation required by Agent to ensure Agent has a first priority lien on the Stock and assets of such Credit Party shall be represented by one or more certificates after giving effect to any such change and (iiiii) Agent shall have on or prior to such certificates change received consolidated and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 consolidating income statements, statements of cash flows and balance sheets of the Code. (c) 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 the obligations of the Credit Parties under any Loan Document or any rights of Agent or Lenders with respect to the Credit Parties. No Credit Party shall engage in any business other than the businesses currently engaged in by it on the Closing Date or businesses reasonably related thereto.

Capital Structure and Business. No Credit Party shall (a) No Credit Party shall: make ------------------------------ any changes in any of its business objectives, purposes or operations that could 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 other securities convertible into Stock or 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 pursuant to the stock option plans identified in Disclosure Schedule (3.7); provided, that Holdings ------------------------- -------- may make a Public Offering or Private Placement so long as (i) permit any Person (other than Borrower or any Credit Party that is a Pledgor under the Pledge Agreement) proceeds thereof are applied in prepayment of the Obligations to own any Stock of any Subsidiary of Borrowerthe extent required by Section 1.3(b)(iii), except that the Stock of Mid-Missouri Telephone shall be owned by Mid-Missouri Holding; or and (ii) issue or sell any Stock to any Person, except that: (A) any Subsidiary of Borrower may issue Stock to Borrower or any Pledgor (other than Mid-Missouri Telephone) under the Pledge Agreement; (B) Mid-Missouri Telephone may issue Stock to Mid-Missouri Holding; (C) Imagination may issue Stock to Mid-Missouri Telephone; (D) Borrower may issue or sell its Class A common stock for fair market value so long as no Change of Control occurs after giving effect ------------------- thereto, no holding company of Borrower exists after giving effect thereto and either such Class A common stock is issued as consideration for a Permitted Acquisition or such Class A common stock is issued for cash and not later than 90 days after the date of issuance thereof the Net Cash Proceeds from the issuance thereof are applied (1) to finance a Permitted Acquisition, (2) to finance a permitted Consolidated Capital Expenditure, (3) to prepay Subordinated Debt, (4) to prepay the Loans as required by Section 1.3(b)(iii) or (5c) to make any repurchase of shares of its common stock permitted by Section 6.14(l); and (E) Borrower may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi). (b) No Credit Party shall amend its charter, bylaws, operating agreement charter or other organizational documents, in either case bylaws in a manner that would adversely affect Agent or Lenders Lender or such Credit Party’s 's duty or ability to repay the Obligations (it being understood that any amendment to authorize, or increase the authorized shares of, any class of common stock of Borrower that is not Disqualified Stock would not be prohibited)Obligations. Each Credit Party that is a limited liability company agrees that at all times (i) the limited liability company interests, membership interests, units or other interests in such Credit Party shall be represented by one or more certificates and (ii) such certificates and such Credit Party’s operating agreement or other organizational documents shall expressly provide that it is a security governed by Article 8-102 of the Code. (c) No Credit Party shall engage in any business other than the businesses currently engaged in by it it, except that, for the purpose of developing markets outside of the United States, a Credit Party may enter into licensing or joint venture agreements, and related distribution or supply agreements (collectively, "Overseas Agreements"); provided, that (x) no Credit Party shall, in connection ------------------- -------- with the Overseas Agreements, transfer to any Person any material assets of any Credit Party, other than 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 the Closing Date or businesses 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 (z) Credit Parties shall keep Lender reasonably related theretoinformed of proposed Overseas Agreements and shall promptly provide Lender with copies of all Overseas Agreements executed or delivered by any Credit Party.