such consolidation or into which the Borrower or
the Guarantor, as the case may be, is merged or to which such conveyance or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of the Borrower under this Agreement with the same effect
as if such successor entity had been named as the Borrower herein.
ANY BORROWER MAY ACQUIRE ANOTHER PERSON OR SUBSTANTIALLY ALL THE ASSETS OF
ANOTHER PERSON SO LONG AS THE CASH CONSIDERATION FOR SUCH ACQUISITION DOES NOT
EXCEED $20,000,000 FOR ALL SUCH TRANSACTIONS IN ANY FISCAL YEAR OF THE
BORROWERS; AND FURTHER PROVIDED THAT IMMEDIATELY AFTER GIVING EFFECT TO SUCH
TRANSACTION, (I) NO EVENT OF DEFAULT, AND NO EVENT WHICH, AFTER NOTICE OR LAPSE
OF TIME, OR BOTH, WOULD BECOME AN EVENT OF DEFAULT, SHALL HAVE OCCURRED AND BE
CONTINUING AND (II) THE BORROWERS' ACTUAL AMOUNT OF AGGREGATE CASH AND
MARKETABLE SECURITIES THAT ARE PERMITTED INVESTMENTS UNDER SECTION 6.6 AS OF THE
MEASUREMENT DATE IMMEDIATELY FOLLOWING SUCH TRANSACTION, SHALL NOT BE LESS THAN
60% OF THE AGGREGATE OF SUCH ITEMS SET FORTH IN THE BORROWERS' PROJECTIONS
DELIVERED TO LENDER FOR THE APPLICABLE PERIOD.
SECTION 6.18
SALE AND LEASEBACK.
THE BORROWER WILL NOT ENTER INTO ANY
ARRANGEMENT, DIRECTLY OR INDIRECTLY, WITH ANY OTHER PERSON WHEREBY THE BORROWER
SHALL SELL OR TRANSFER ANY REAL OR PERSONAL PROPERTY, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, AND THEN OR THEREAFTER RENT OR LEASE AS LESSEE SUCH PROPERTY
OR ANY PART THEREOF OR ANY OTHER PROPERTY WHICH THE BORROWER INTENDS TO USE FOR
SUBSTANTIALLY THE SAME PURPOSE OR PURPOSES AS THE PROPERTY BEING SOLD OR
TRANSFERRED; PROVIDED, HOWEVER, THAT THE BORROWER MAY ENTER INTO SUCH
TRANSACTION WITH RESPECT TO THE REAL PROPERTY ON WHICH ITS HEADQUARTERS IS
PRESENTLY LOCATED AND WITH RESPECT TO ANY PERSONAL PROPERTY RELATED THERETO.
35
SECTION 6.19
RESTRICTIONS ON NATURE OF BUSINESS.
WITHOUT THE ADVANCE
WRITTEN CONSENT OF THE LENDER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
THE BORROWER WILL NOT ENGAGE IN ANY LINE OF BUSINESS EXCEPT FOR RETAIL AND
DIRECT APPAREL AND ACCESSORY SALES AND WILL NOT PURCHASE, LEASE OR OTHERWISE
ACQUIRE ASSETS NOT RELATED TO ITS BUSINESS.
SECTION 6.20
ACCOUNTING.
THE BORROWER WILL NOT ADOPT ANY MATERIAL
CHANGE IN ACCOUNTING PRINCIPLES OTHER THAN AS REQUIRED BY GAAP.
THE BORROWER
WILL NOT ADOPT, PERMIT OR CONSENT TO ANY CHANGE IN ITS FISCAL YEAR UNLESS SUCH
CHANGE IS MADE IN ACCORDANCE WITH GAAP AND ALL APPLICABLE TAX LAWS AND
REGULATIONS.
SECTION 6.21
PLANS.
UNLESS DISCLOSED TO THE LENDER PURSUANT TO SECTION
5.12, NEITHER THE BORROWER NOR ANY ERISA AFFILIATE WILL (I) ADOPT, CREATE,
ASSUME OR BECOME A PARTY TO ANY PENSION PLAN, (II) INCUR ANY OBLIGATION TO
CONTRIBUTE TO ANY MULTIEMPLOYER PLAN, (III) INCUR ANY OBLIGATION TO PROVIDE
POST-RETIREMENT MEDICAL OR INSURANCE BENEFITS WITH RESPECT TO EMPLOYEES OR
FORMER EMPLOYEES (OTHER THAN BENEFITS REQUIRED BY LAW) OR (IV) AMEND ANY PLAN IN
A MANNER THAT WOULD MATERIALLY INCREASE ITS FUNDING OBLIGATIONS.
SECTION 6.22
PLACE OF BUSINESS; NAME.
THE BORROWER WILL