DSW 2011 Annual Report Download - page 109

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(2)
Such other documents and agreements as the Administrative Agent may reasonably require in order to carry out
the terms and conditions of the Credit Agreement, this Amendment and the other Loan Documents.
(d)
The Administrative Agent shall have received all documents and instruments, including UCC financing statements, required by
applicable Law or reasonably requested by the Agent to create or perfect the Liens intended to be created under any Collateral
Document and all such documents and instruments shall have been so filed, registered or recorded to the reasonable satisfaction of
the Administrative Agent.
(e)
The Loan Parties shall have paid in full (i) all expenses invoiced to the Borrowers in connection with the preparation, negotiation,
execution and delivery of this Amendment and related documents, and (ii) any other outstanding fees and expenses invoiced and due
and owing and required to be paid under Section 10.3.1 of the Credit Agreement [Costs and Expenses].
(f)
The Loan Parties shall have executed and delivered to the Administrative Agent such additional documents, instruments, and
agreements as the Administrative Agent may reasonably request.
6. Representations and Warranties
.
(a)
The execution, delivery and performance by each Loan Party of this Amendment and the performance of each Loan Party's
obligations hereunder have been duly authorized by all necessary corporate or other organizational action, do not and shall not: (i)
contravene the terms of any of such Person's organizational documents; (ii) conflict with or result in any breach, termination, or
contravention of, or constitute a default under, or require any payment to be made under (x) any material contract, document, or
agreement to which such Person is a party or any material Indebtedness to which such Person is a party, or affecting such Person or
the properties of such Person or any of its Subsidiaries, in each case in any material respect, or (y) any order, injunction, writ or
decree of any Official Body or any arbitral award to which such Person or its property is subject; (iii) result in or require the creation
of any Lien upon any asset of any Loan Party (other than Liens in favor of the Administrative Agent under the Collateral
Documents); or (iv) violate any Law.
(b)
This Amendment has been duly executed and delivered by each Loan Party. This Amendment constitutes a legal, valid and binding
obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, subject to the Bankruptcy Code.
(c)
After giving effect to this Amendment, no Potential Default or Event of Default has occurred and is continuing.
7. Miscellaneous
.
(a)
Each of the Loan Parties hereby acknowledges and agrees that it has no offsets, defenses, claims, or counterclaims against the
Agents, the other Secured Parties, or their respective parents, affiliates, predecessors, successors, or assigns, or their officers,
directors, employees, attorneys, or representatives, with respect to the Obligations, and that if any of the Loan Parties now has, or
ever did have, any offsets, defenses, claims, or counterclaims against such Persons, whether known or unknown, at law or in equity,
from the beginning of the world through this date and through the time of execution of this Amendment, all of them are hereby
expressly WAIVED, and each of the Loan Parties hereby RELEASES such Persons from any liability therefor.
(b)
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Amendment, the Credit Agreement
and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the subject matter hereof including any prior
confidentiality agreements and commitments. Delivery of an executed counterpart of a signature page of this Amendment by
telecopy or e1mail shall be effective as delivery of a manually executed counterpart of this Amendment.
(c)
The provisions of this Amendment are intended to be severable. If any provision of this Amendment shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the
remaining provisions hereof in any jurisdiction.