Common use of Liquidations, Mergers, Consolidations, Acquisitions Clause in Contracts

Liquidations, Mergers, Consolidations, Acquisitions. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that (i) any Loan Party other than a Borrower may consolidate with or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties; (ii) any Loan Party may be liquidated if such Loan Party has no assets or liabilities; (iii) any Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interest, or substantially all of the assets, of a Person that will be a Domestic Subsidiary after giving effect to such acquisition as long as each of the following requirements are met: (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (b) if any Loan Party acquires the ownership interests in a Person, such Person shall execute a Guarantor Joinder and other documents and join this Agreement simultaneously with such acquisition, as contemplated by Section 8.2(i) [Subsidiaries, Partnerships and Joint Ventures]; (c) the boards of directors of the Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (d) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (e) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; (f) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; and (g) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request; (iv) any Loan Party or any Subsidiary of a Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interest, or substantially all of the assets, of a Person that will be a Foreign Subsidiary after giving effect to such acquisition as long as each of the following requirements are met: (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (b) the boards of directors of the Loan Party or any Subsidiary of a Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (c) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (d) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; (e) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; and (f) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request (any acquisition permitted pursuant to clause (iii) or (iv) above being a “Permitted Acquisition”).

Liquidations, Mergers, Consolidations, Acquisitions. No Each of the Loan Party shallParties shall not, and no Loan Party shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock Capital Stock of any other Person; provided that that: (i) upon prior written notice by the Borrower, any Loan Party other than a Borrower may consolidate or merge with or merge into another Loan Party which (provided that the Borrower survives any merger involving the Borrower) so long as (a) the Release Date has not occurred, the Administrative Agent shall have been provided with any and all documents, agreements, searches, filings or other items required by the Administrative Agent to maintain the Administrative Agent's Prior Security Interest in the assets and Lien on the property of such surviving entity and (b) such surviving entity shall have assumed all obligations of such merged or consolidated Guarantor; (ii) upon prior written notice by the Borrower, any Excluded Subsidiary may consolidate or merge with or into a Loan Party so long as such Loan Party survives such consolidation or merger, and so long as (a) if the Release Date has not occurred, the Administrative Agent shall have been provided with any and all documents, agreements, searches, filings or other items required by the Administrative Agent to maintain the Administrative Agent's Prior Security Interest in the assets and Lien on the property of such surviving entity and (b) such surviving entity shall have assumed all obligations of such merged or consolidated Excluded Subsidiary; (iii) upon prior written notice by the Borrower, any Guarantor may dispose of all or any of its assets (upon voluntary liquidation, dissolution winding up or otherwise) to the Borrower or any other Guarantor; provided that with respect to any such disposition, the consideration for such disposition shall not exceed the fair market value of such assets; and (iv) any Excluded Subsidiary may (a) dispose of all or any of its assets (upon voluntary liquidation, dissolution winding up or otherwise) to any other Excluded Subsidiary or (b) consolidate or merge with or into any Excluded Subsidiary and such merged or consolidated Excluded Subsidiary may be liquidated or dissolved if the 92 Borrower determines in good faith that such liquidation or dissolution is wholly-owned in the best interests of the Borrower and its Subsidiaries and is not materially adverse to the interests of the Administrative Agent and the Lenders; (v) any (A) Foreign Subsidiary or Disregarded Domestic Subsidiary may acquire (by purchase or other acquisition) the ownership interests of another Person that when acquired will become a Foreign Subsidiary or (B) Foreign Subsidiary may acquire (by purchase or other acquisition) all or substantially all of the assets of another Person (excluding any Loan Party) or of a business or division of another Person (other than a Loan Party), provided that (a) in either case the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as, complementary, adjacent or substantially related to one or more line or lines of business conducted by the Borrower and its Subsidiaries and shall comply with Section 7.2.10 [Continuation of or Change in Business] and (b) if such Foreign Subsidiary is acquiring the ownership interests in a Domestic Person, if such Domestic Person is not designated as an Immaterial Domestic Subsidiary in accordance with the terms of this Agreement, such Domestic Person shall join this Agreement as a Guarantor pursuant to Section 10.15 [Joinder of Guarantors] and the Administrative Agent shall have received all documents and other Loan Partiesitems required by Section 10.15 [Joinder of Guarantors]; (iivi) any Loan Party may be liquidated if such Loan Party has no assets or liabilities; acquire (iii) any Loan Party shall be entitled to acquire by purchase or by merger other acquisition) (x) all of the ownership interestinterests of another Person, (y) all or substantially all of the assetsassets of another Person or (z) all or a substantial portion of one or more lines of business or divisions of another Person (each, of a Person "Permitted Acquisition"); provided that will be a Domestic Subsidiary after giving effect to such acquisition as long as each of the following requirements are is met: (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (bA) if any such Loan Party acquires is acquiring the ownership interests in a Domestic Person, if such Domestic Person is not designated as an Immaterial Domestic Subsidiary in accordance with the terms of this Agreement, such Domestic Person shall execute a Guarantor Joinder and other documents and join this Agreement simultaneously with such acquisition, as contemplated a Guarantor pursuant to Section 10.15 [Joinder of Guarantors] and the Administrative Agent shall have received all documents and other items required by Section 8.2(i) 10.15 [Subsidiaries, Partnerships and Joint VenturesJoinder of Guarantors]; (cB) the boards of directors of such Permitted Acquisition is not a hostile or contested acquisition; (C) each applicable Official Body shall have approved such Permitted Acquisition and the Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof Parties shall have been delivered to the Administrative AgentAgent and the Lenders written evidence of the approval of such Official Body or such Permitted Acquisition; (dD) the business acquired or assets acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as or complementary or substantially related to one or more line or lines of business conducted by the Loan Parties prior to such acquisition; (e) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; (f) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; and (g) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request; (iv) any Loan Party comply with Section 7.2.10 [Continuation of or any Subsidiary of a Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interest, or substantially all of the assets, of a Person that will be a Foreign Subsidiary after giving effect to such acquisition as long as each of the following requirements are met: (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (b) the boards of directors of the Loan Party or any Subsidiary of a Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (c) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (d) Change in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum LiquidityBusiness], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; (e) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; and (f) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request (any acquisition permitted pursuant to clause (iii) or (iv) above being a “Permitted Acquisition”).;

Liquidations, Mergers, Consolidations, Acquisitions. No Loan Party shallThe Borrower shall not, and no Loan Party shall not permit any of its Subsidiaries the other Loan Parties to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; person, provided that (i) any Loan Party other than a Borrower wholly-owned Subsidiary may consolidate with or merge into another Loan Party which is the Borrower or any other wholly-owned by one or more of the other Loan PartiesSubsidiary; (ii) any Loan Party a Subsidiary that is not a Material Subsidiary may be dissolved, liquidated if such Loan Party has no or wound up provided that from the date of this Agreement through the Expiration Date, the total assets of the non-Material Subsidiaries which so dissolve, liquidate or liabilitieswind up shall not exceed $25,000,000 in the aggregate; (iii) any Loan Party shall be entitled to the Borrower or a Restricted Subsidiary of the Borrower may acquire by purchase or by merger all of the ownership interestcapital stock of another corporation so long as (u) the Purchase Price for such acquisition shall not exceed $75,000,000, (v) the aggregate Purchase Price for such acquisition together with all previous acquisitions permitted under clauses (iii) and (iv) of this Section 8.02(f) shall not exceed $70,000,000 during the fiscal year ending December 31, 1995 or $200,000,000 during any fiscal year commencing after December 31, 1995 (subject to the provisions of this paragraph and the second paragraph of this Section 8.02(f) below), (w) such acquired corporation, simultaneous with the acquisition thereof by a Loan Party, executes and delivers to the Agent for the benefit of the Banks a Guaranty Agreement and a Pledge Agreement substantially in the form of Exhibits 1.01(G) and 1.01(P), respectively, and also delivers to the Agent such opinions of counsel and other documents in connection therewith as the Agent may reasonably request, (x) all of the issued and outstanding capital stock of such acquired corporation owned by a Loan Party is pledged to the Agent for the benefit of the Banks pursuant to a Pledge Agreement substantially in the form of Exhibit 1.01(P) hereto, (y) after giving effect to such proposed acquisition, no Event of Default shall have occurred and be continuing, and (z) after giving effect to such proposed acquisition (and without limiting the generality of the preceding clause (iii)(y)), the Borrower is in compliance with the Leverage Ratio set forth in Section 8.02(r) and the Borrower demonstrates such compliance pursuant to Section 8.01(m) (if Section 8.01(m) requires such demonstration of compliance); and (iv) the Borrower or any Restricted Subsidiary may merge or consolidate with, or acquire all or substantially all of the assetsassets of another person so long as (w) the Purchase Price for such acquisition, merger or consolidation shall not exceed $75,000,000, (x) the aggregate Purchase Price for such acquisition together with all previous acquisitions permitted under clauses (iii) and (iv) of a Person that will be a Domestic Subsidiary this Section 8.02(f) shall not exceed $70,000,000 during the fiscal year ending December 31, 1995 or $200,000,000 during any fiscal year commencing after December 31, 1995 (subject to the provisions of this paragraph and the second paragraph of this Section 8.02(f) below), (y) after giving effect to such acquisition as long as each of the following requirements are met: (a) there does not then, or immediately after such proposed acquisition, exist any Potential Default merger or consolidation, no Event of Default; (b) if any Loan Party acquires the ownership interests in a Person, such Person Default shall execute a Guarantor Joinder have occurred and other documents and join this Agreement simultaneously with such acquisition, as contemplated by Section 8.2(i) [Subsidiaries, Partnerships and Joint Ventures]; (c) the boards of directors of the Loan Party acquiring a Person and the Person which is being acquired each approving such acquisitionbe continuing, and certified copies thereof shall have been delivered to the Administrative Agent; (dz) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (e) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; (f) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; and (g) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request; (iv) any Loan Party or any Subsidiary of a Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interest, or substantially all of the assets, of a Person that will be a Foreign Subsidiary after giving effect to such acquisition as long as each of the following requirements are met: (a) there does not then, or immediately after such proposed acquisition, exist any Potential Default merger or Event of Default; (b) the boards of directors of the Loan Party or any Subsidiary of a Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (c) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (d) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000consolidation, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been Borrower is in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; (eset forth in Section 8.02(r) in and the event that the purchase price for Borrower demonstrates such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information compliance pursuant to Section 8.3(a8.01(m) [Quarterly Financial Information] and (if Section 8.3(b8.01(m) [Annual Financial Statements], as applicable, evidence and a certification thereto, all requires such demonstration of compliance). The Purchase Price paid in form and substance acceptable to connection with the Administrative Agent (1) that, if such acquisition had occurred during Convalescent Merger shall be excluded from the fiscal quarter last ended, the Loan Parties would have been in compliance with all computation of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during dollar limitations on the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; and (f) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed Purchase Price permitted to be entered into paid in connection therewith and shall deliver to the Administrative Agent such other information as it may request (any acquisition permitted pursuant to clause (iii) or (iv) above being a “Permitted Acquisition”).with the

Liquidations, Mergers, Consolidations, Acquisitions. No The Loan Party shallParties shall not, and no Loan Party shall not permit any of its their Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, EXCEPT that (A) any Subsidiary of the Borrower may consolidate or merge into the Borrower or any other Loan Party or its Subsidiary, provided that the Loan Parties shall (1) notify the Agent at least 10 Business Days prior to any such merger, and (2) take all steps necessary or appropriate or reasonably requested by the Agent to cause the successor to grant Liens in of the assets of the merging entity in favor of the Agent for the benefit of the Banks; and that (B) the Loan Parties or a Subsidiary thereof may merge with or purchase, lease or otherwise acquire all of the assets of another Person (each a "Transaction") provided that (i) any Loan Party the aggregate consideration paid or given, whether in cash, stock, or other than a property, and liabilities assumed by the Borrower may consolidate with or merge into another Loan Party which is wholly-owned by one or more and its Subsidiaries in all Transactions during each fiscal year of the other Loan PartiesBorrower (the "Transaction Consideration") does not exceed $7,500,000; (ii) any the Loan Party may shall be liquidated the surviving Person if such the Transaction is a merger to which the Loan Party has no assets or liabilitiesis a party; (iii) any the Loan Party Parties and the acquired business shall be entitled to acquire by purchase comply with Section 7.2.10 [Continuation of or by merger all of the ownership interestChange in Business], or substantially all of the assets, of a Person that will be a Domestic Subsidiary (iv) after giving effect to such acquisition as long as each Transaction there shall not be continuing any Event of Default under this Agreement; (v) the board of directors or equivalent governing officers of the following requirements are met: acquired business shall have consented to such transaction, (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (b) if any Loan Party acquires the ownership interests in a Person, such Person shall execute a Guarantor Joinder and other documents and join this Agreement simultaneously with such acquisition, as contemplated by Section 8.2(i) [Subsidiaries, Partnerships and Joint Ventures]; (cvi) the boards of directors of Borrower shall notify the Loan Party acquiring a Person Agent and the Person which is being acquired each approving Banks of such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (d) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (e) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than Transaction within five (5) Business Days prior to before the date of such acquisitionTransaction if the Transaction Consideration exceeds $1,000,000 and such notice shall describe such Transaction, evidence and a certification the purpose therefore, the parties thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all amount and type of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; (f) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; Consideration paid and (gvii) the Loan Parties and the new Subsidiaries being formed or acquired in connection therewith shall deliver have delivered to the Administrative Agent not less than five (5) Business Days prior to such acquisitionsale joinders and other documents described in Section 10.19 required to cause the acquired or newly formed Subsidiaries to join the Loan Documents as Guarantors, copies of any agreements entered into or proposed grant Liens in their assets and for their owners to be entered into grant Liens in connection therewith and shall deliver to the Administrative Agent such other information as it may request; (iv) any Loan Party or any Subsidiary of a Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interest, or substantially all of the assets, of a Person that will be a Foreign Subsidiary after giving effect to interests in such acquisition as long as each of the following requirements are met: (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (b) the boards of directors of the Loan Party or any Subsidiary of a Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (c) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (d) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; (e) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; and (f) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request (any acquisition permitted pursuant to clause (iii) or (iv) above being a “Permitted Acquisition”)Subsidiaries.

Liquidations, Mergers, Consolidations, Acquisitions. No Loan Party shallThe Company shall not, and no Loan Party shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock Equity Interests of any other Person; provided that (ia) any Loan Party Obligor other than a Borrower the Company may consolidate with or merge into another Loan Party Obligor which is whollya Wholly-owned by Owned Subsidiary of one or more of the other Loan PartiesObligors; (iib) [Reserved]; (c) any Loan Party Obligor or any Subsidiary of an Obligor may be liquidated if such Loan Party has no assets or liabilities; (iii) any Loan Party shall be entitled to acquire acquire, whether by purchase or by merger merger, (x) all of the ownership interest, or substantially all of the assets, Equity Interests of another Person or (y) all or substantially all of the assets of another Person or of a business or division of another Person that will be (each a Domestic Subsidiary "Permitted Acquisition"), provided that, each of the following requirements is met: (i) if an Obligor is acquiring the Equity Interests in such Person, such Person shall, unless not required by Section 11.8 or Section 10.10 hereof, execute a Note Guarantee and such other documents set forth in Section 10.10 within thirty (30) Business Days after the date of such Permitted Acquisition; (ii) no Default or Event of Default shall exist immediately prior to and after giving effect to such acquisition as long as each Permitted Acquisition; and (iii) in the case of the following requirements are met: (a) there does not then, a merger or immediately after such acquisition, exist any Potential Default or Event of Default; (b) if any Loan Party acquires the ownership interests in a Personconsolidation involving an Obligor, such Person Obligor shall execute a Guarantor Joinder be the continuing and other documents surviving entity; and join this Agreement simultaneously with such acquisition, as contemplated by Section 8.2(i) [Subsidiaries, Partnerships and Joint Ventures]; (c) the boards of directors of the Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (d) the business acquired shall be substantially the same An Excluded Subsidiary that is not a Material Subsidiary may dissolve, liquidate and wind-up its affairs, so long as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (e) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000dissolution, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; (f) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; and (g) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request; (iv) any Loan Party or any Subsidiary of a Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interestliquidation, or substantially all of the assets, of winding-up could not reasonably be expected to have a Person that will be a Foreign Subsidiary after giving effect to such acquisition as long as each of the following requirements are met: (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (b) the boards of directors of the Loan Party or any Subsidiary of a Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (c) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (d) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; (e) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; and (f) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request (any acquisition permitted pursuant to clause (iii) or (iv) above being a “Permitted Acquisition”)Material Adverse Effect. 11.6.

Liquidations, Mergers, Consolidations, Acquisitions. No Each of the Loan Party shallParties shall not, and no Loan Party shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger merger, amalgamation or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock Capital Stock or other ownership interests of any other Person; provided that that: (i) upon prior written notice by the Lead Borrower, any Domestic Loan Party other than a Borrower may consolidate with or merge into another Domestic Loan Party which is wholly-owned by one or more of the other Loan Parties; (ii) upon prior written notice by the Lead Borrower, any Domestic Loan Party may dispose of all or any of its assets (upon voluntary liquidation, dissolution winding up or otherwise) to any other Domestic Loan Party; provided that with respect to any such disposition, the consideration for such disposition shall not exceed the fair market value of such assets; (iii) DSW Canada TS Inc., a Canadian corporation, may acquire the remaining equity interests of Town Shoes Limited, an Ontario corporation, so long as no Event of Default or Potential Default shall exist immediately prior to or after giving effect to such acquisition; and (iv) any Loan Party may be liquidated if such Loan Party has no assets acquire (by purchase, merger or liabilities; other acquisition) (iiix) any Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interest, or substantially all of the assets, ownership interests of another Person or (y) all or substantially all of the assets of another Person or of a business, division, product line or line of business of another Person (each, a “Permitted Acquisition”); provided that will be a Domestic Subsidiary after giving effect to such acquisition as long as each of the following requirements are is met: (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (bA) if any a Loan Party acquires is acquiring the ownership interests in a PersonDomestic Person (other than any Excluded Domestic Subsidiary), such Person shall execute a Guarantor Joinder and such other documents required by Section 10.14 [Joinder] and join this Agreement simultaneously with such acquisition, as contemplated by a Guarantor pursuant to Section 8.2(i) 10.14 [Subsidiaries, Partnerships and Joint VenturesJoinder]; (cB) the boards board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and the Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof Parties also shall have been delivered to the Administrative AgentAgent and the Lenders written evidence of the approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition; (dC) each applicable Official Body shall have approved such Permitted Acquisition and the Loan Parties shall have delivered to the Administrative Agent and the Lenders written evidence of the approval of such Official Body or such Permitted Acquisition; (D) the business, division, product line or line of business acquired shall be substantially acquired, or the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (e) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; (f) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements]Person whose ownership interests are being acquired, as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; and (g) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request; (iv) any Loan Party or any Subsidiary of a Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interest, or substantially all of the assets, of a Person that will be a Foreign Subsidiary after giving effect to such acquisition as long as each of the following requirements are met: (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (b) the boards of directors of the Loan Party or any Subsidiary of a Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (c) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (d) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; (e) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; and (f) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request (any acquisition permitted pursuant to clause (iii) or (iv) above being a “Permitted Acquisition”).223667699

Liquidations, Mergers, Consolidations, Acquisitions. No Loan Party shallThe Borrower shall not, and no Loan Party shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; , provided that (i) any Loan Party other than a the Borrower may consolidate with or merge into another Loan Party which is wholly-owned by one or more and any Subsidiary of the other Loan Parties; (ii) any Borrower may consolidate with or merger into another Subsidiary of the Borrower or into a Loan Party may be liquidated if such Loan Party has no assets or liabilities; (iii) any the Loan Party shall be entitled to acquire the surviving entity, and any Loan Party or Subsidiary of a Loan Party may acquire, whether by purchase or by merger merger, (A) all of the ownership interest, interests of another Person or (B) substantially all of the assets, assets of another Person or of a business or division of another Person (each a "Permitted Acquisition") provided that will be a Domestic Subsidiary after giving effect to such acquisition as long as each of the following requirements are is met: (a) there does not then, if a Loan Party will form or immediately after acquire any Material Subsidiary in such acquisition, exist any Potential Default Acquisition or Event of Default; (b) if any Loan Party acquires the ownership interests in existing Subsidiary shall become a PersonMaterial Subsidiary as a result of such Acquisition, such Person Material Subsidiary shall execute a Guarantor Joinder guarantor joinder agreement in form and other documents substance satisfactory to the Agent and join this Agreement simultaneously with and such acquisition, as contemplated by Section 8.2(i) [Subsidiaries, Partnerships and Joint Ventures]; (c) the boards of directors other of the Loan Party acquiring a Person and Documents as the Agent shall reasonably require, the business acquired, or the business conducted by the Person which is whose ownership interests are being acquired each approving such acquisitionacquired, and certified copies thereof shall have been delivered to the Administrative Agent; (d) the business acquired as applicable, shall be substantially the same as or complementary to one or more line or lines of business conducted by the Loan Parties and shall comply with Section 6.2.10; such Person to be so acquired must have its principal place of business in the states of Wisconsin, Illinois, Indiana, Michigan or Ohio; and the board of directors of the Borrower must have approved the acquisition of such Person, no Default or Unmatured Default shall exist immediately prior to and after giving effect to such acquisition; (e) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000Permitted Acquisition, the Loan Parties Borrower shall deliver demonstrate that it shall be in compliance with the covenants contained in Sections 6.2.1, 6.2.6 and 6.2.14 after giving effect to the Administrative Agent not less than five Such Permitted Acquisition by delivering at least ten (510) Business Days prior to such acquisitionPermitted Acquisition a certificate in the form of Exhibit 6.2.6 evidencing such compliance, evidence and a certification thereto, all in form and substance acceptable Notwithstanding any term herein to the Administrative Agent that, contrary: if such acquisition had occurred during the fiscal quarter last endedBorrower's Leverage Ratio is 2.50 to 1.0 or greater as of the date of the proposed consummation of any Acquisition, the Loan Parties would have been in compliance with all Borrower shall be permitted, without the prior written consent of the terms and conditions of this AgreementRequired Lenders, including Section 8.2(q) [Minimum Liquidity]; (f) in to consummate the event that contemplated Permitted Acquisition if the purchase price for such acquisition is less than $25,000,000thereof, the Loan Parties shall deliver to the Administrative Agent concurrently when combined with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred prior Permitted Acquisitions during the then current fiscal quarter last ended, the Loan Parties would have been in compliance with all year of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; and Borrower does not exceed $15,000,000 (g) which purchase price shall include the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies incurrence or assumption of any agreements entered into or proposed to be entered into Indebtedness in connection therewith and shall deliver transaction-related contractual payments, including the maximum amounts payable under earn-out or similar contingent purchase price adjustments or agreements; collectively, the "Total Purchase Price"); if the Borrower's Leverage Ratio is less than 2.50 to 1.0 but greater than or equal to 2.00 to 1.0 as of the Administrative Agent such other information as it may request; (iv) date of the proposed consummation of any Loan Party or any Subsidiary of a Loan Party Acquisition, the Borrower shall be entitled permitted, without the prior written consent of Required Lenders, to acquire by purchase or by merger consummate the Permitted Acquisition if the Total Purchase Price thereof, when combined with all prior Permitted Acquisitions during the then current fiscal year of the ownership interest, or substantially all of the assets, of a Person that will be a Foreign Subsidiary after giving effect to such acquisition as long as each of the following requirements are met: (a) there Borrower does not then, or immediately after such acquisition, exist any Potential Default or Event of Defaultexceed $30,000,000; (b) and if the boards of directors of the Loan Party or any Subsidiary of a Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (c) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (d) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Borrower's Leverage Ratio would have been equal to or is less than 2.00 to 1.00; (e) in 1.0 as of the event that date of the purchase price for such acquisition is less than $25,000,000proposed consummation of any Permitted Acquisition, the Loan Parties Borrower shall deliver be permitted, without the prior written consent of Required Lenders, to consummate the Administrative Agent concurrently Permitted Acquisition if the Total Purchase Price thereof, when combined with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred prior Permitted Acquisitions during the then current fiscal quarter last ended, the Loan Parties would have been in compliance with all year of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.00 to 1.00; and (f) the Loan Parties shall deliver to the Administrative Agent Borrower does not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request (any acquisition permitted pursuant to clause (iii) or (iv) above being a “Permitted Acquisition”)exceed $50,000,000.