DSW 2011 Annual Report Download - page 108

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4. Ratification of Loan Documents
. Except as otherwise expressly provided herein, all terms and conditions of the Credit Agreement and the
other Loan Documents remain in full force and effect. The Loan Parties hereby ratify, confirm, and reaffirm that all representations and
warranties of the Loan Parties contained in the Credit Agreement and each other Loan Document are true and correct in all material respects
on and as of the date hereof, except to the extent such representations and warranties (1) relate to an earlier date, in which case they are true
and correct in all material respects as of such earlier date, or (2) are modified by “materiality” or “Material Adverse Change”
or words of
similar import, in which case they are true and correct in all such respects. The Guarantors hereby acknowledge, confirm and agree that the
Guarantied Obligations of the Guarantors under, and as defined in, the Guaranty include, without limitation, all Obligations of the Loan
Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations have
been amended pursuant to this Amendment. The Loan Parties hereby acknowledge, confirm and agree that the Collateral Documents and any
and all Collateral previously pledged to the Administrative Agent, for the benefit of the Secured Parties (as defined in the Security
Agreement), pursuant thereto, shall continue to secure all applicable Obligations of the Loan Parties at any time and from time to time
outstanding under the Credit Agreement and the other Loan Documents.
5. Conditions to Effectiveness
. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the
reasonable satisfaction of the Administrative Agent:
(a)
The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by each of the parties
hereto.
(b)
All action on the part of the Loan Parties (including, without limitation, the New Guarantor) necessary for the valid execution,
delivery and performance by the Loan Parties of this Amendment and the documents, instruments and agreements to be executed in
connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative
Agent shall have been provided to the Administrative Agent.
(c)
The New Guarantor shall each have delivered the following to the Administrative Agent, in form and substance reasonably
satisfactory to the Agents:
(i)
Copies of the New Guarantor's certificate of articles of organization, (including any provisions or resolutions relating to
capital stock), operating agreement or other organizational documents.
(ii)
Certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of the
New Guarantor evidencing (A) the authority of the New Guarantor to enter into this Amendment and the other Loan
Documents to which the New Guarantor is a party or is to be a party and (B) the identity, authority and capacity of each
Authorized Officer thereof authorized to act as a Authorized Officer in connection with this Amendment and the other Loan
Documents to which the New Guarantor is a party or is to be a party.
(iii)
Certificate of Full Force and Effect issued by the Secretary of the State of such New Domestic Guarantor's incorporation or
organization.
(iv)
A Perfection Certificate substantially in the form delivered to the Administrative Agent on the Closing Date.
(v)
Any Collateral Documents or amendments thereto necessary to evidence and/or perfect the pledge by the holder of the
equity interests in the New Guarantor of such equity interests in favor of the Administrative Agent, as security for the
Obligations, in each case in form and substance satisfactory to the Administrative Agent and duly executed by the parties
thereto.
(vi)
Evidence that all insurance as to the New Guarantor required to be maintained pursuant to the Loan Documents (including,
without limitation, Section 7.1.3 of the Credit Agreement [Maintenance of Insurance]) in favor of the Administrative Agent
required under the Loan Documents have been obtained and are in effect.
(vii)
Execution and delivery by the New Guarantor of the following Loan Documents:
(1)
All applicable Collateral Documents necessary or advisable to create in favor of the Administrative Agent valid,
enforceable and perfected first priority Liens in the Collateral, including, without limitation, Blocked Account
Agreements; and