SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.
25. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
- 17 -
26. This Agreement 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
Agreement and the other Loan Documents, and any separate letter agreements with
respect to fees payable to the Administrative Agent, 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. This Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or e-mail shall be effective as
delivery of a manually executed counterpart of this Agreement.
[SIGNATURE PAGE FOLLOWS]
- 18 -
[SIGNATURE PAGE 1 OF 3 TO SECURITY AGREEMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed and delivered this Agreement as of the day and year
first above set forth.
BORROWERS:
DSW INC.
By:
Name:
Title:
DSW SHOE WAREHOUSE, INC.
By:
Name:
Title:
GUARANTORS:
ETAILDIRECT LLC
By:
Name:
Title:
BRAND CARD SERVICES LLC
By:
Name:
Title:
[SIGNATURE PAGE 2 OF 3 TO SECURITY AGREEMENT]
DSW INFORMATION TECHNOLOGY LLC
By:
Name:
Title:
MINT STUDIO LLC
By:
Name:
Title:
[SIGNATURE PAGE 3 OF 3 TO SECURITY AGREEMENT]
ADMINISTRATIVE AGENT:
PNC BANK, NATIONAL ASSOCIATION
By:
Name:
Title:
- 20 -
EXHIBIT 2.5.1
FORM OF
LOAN REQUEST
______, 20__
TO:
PNC Bank, National Association
P7-PFSC-05-W
500 First Avenue
Pittsburgh, Pennsylvania 15219
Attention: Trina Barkley
Telephone: (412) 768-0423
Telecopy: (412) 705-2006
FROM:
The Borrowers (as defined below)
RE:
Credit Agreement dated as of June 30, 2010 (as amended, restated, supplemented
or otherwise modified from time to time, the "Agreement") by, among others, DSW
Inc., DSW Shoe Warehouse, Inc. (together with each of the other Persons which
become Borrowers under the