Common use of Assumption of Obligations Clause in Contracts

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to the entering by DSW into, any transaction.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses subdivisions (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockcash, securities, cash stock or other securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockholder such cash, securities, cash stock or other securities or other property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of section 2 and this section 3) shall be applicable to the cash, stock or other securities or other property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 or in section 7 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Merger Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses subdivisions (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockcash, securities, cash stock or other securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockholder such cash, securities, cash stock or other securities or other property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of Section 2 and this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intocash, stock or other securities or other property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Loan Agreement to the contrary, the Company Corporation shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Corporation) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company Corporation under this Warrant (and if the Company Corporation shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company Corporation from, any continuing obligations of the Company, Corporation under this Warrant), (b) the obligations of the Company Corporation under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company Corporation to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (ai) through (div) of Section 4.1 and Section 4.2, respectively, 8.4 unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder Holders of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), Agreement and the Warrants) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such Holders such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 48, the Holder such Holders may be entitled to receive. Unless expressly stated herein, nothing and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 8) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such person may be required to deliver upon any transactionexercise of the Warrants or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this the Warrant or in the Financing Management and Consulting Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto. .

Assumption of Obligations. Notwithstanding anything contained in this ------------------------- the Warrant or in the Financing Agreement Indenture to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionIndenture.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company Corporation shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Corporation) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company Corporation under this Warrant (and if the Company Corporation shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company Corporation from, any continuing obligations of the Company, Corporation under this Warrant), (b) the obligations of the Company Corporation under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company Corporation to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionFinancing Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (ai) through (dv) of Section 4.1 and Section 4.2, respectively, 6.4 unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), which Company) that may be required to deliver any stock, securities, cash cash, rights, or other property upon the exercise of this Warrant the Warrants as provided herein shall assume, by written instrument delivered to, to and reasonably satisfactory to, to the Holder Holders of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), Agreement and the Warrants) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of Holders such stock, securities, cash cash, rights, or property as, in accordance with the foregoing provisions of this Section 46, the Holder such Holders may be entitled to receive. Unless expressly stated herein, nothing and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 6) shall be deemed applicable to authorize the Company to enter intostock, securities, cash, rights, or property that such person may be required to consent to deliver upon any exercise of the entering by DSW into, Warrants or the exercise of any transactionrights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Warrant No. W-CSR-1 - Page 5 Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses subdivisions (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockcash, securities, cash stock or other securities or other property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall 11 be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockholder such cash, securities, cash stock or other securities or other property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of section 2 and this section 3) shall be applicable to the cash, stock or other securities or other property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 or in section 7 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement. 4.

Assumption of Obligations. Notwithstanding anything contained in this Warrant ------------------------- the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transaction.Purchase Agreement

Assumption of Obligations. Notwithstanding anything contained in this ------------------------- Warrant or in the Financing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 2.4 hereof unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, assume (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 42.4, the Holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the provisions of this Section 4 2) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant ------------------------- the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably Satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Loan Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and in form and substance reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that each of this Warrant and the Registration Agreement shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement.

Assumption of Obligations. Notwithstanding anything contained in this the Warrant or in the Financing Marketing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto. .

Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (de) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be deemed reasonably satisfactory to authorize such holder, stating that this Warrant shall thereafter continue in full force and effect and the Company to enter intoterms hereof (including, or to consent without limitation, all of the provisions of this section 3) shall be applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained ------------------------- in this Warrant the Warrants or in the Financing Credit Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the - Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver - to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionCredit Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 hereof unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, into any transaction not otherwise permitted by the provisions of Section 9 hereof or to consent to by the entering by DSW into, any transactionterms of the Purchase Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Investment Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 8.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this a Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this such Warrant, (a) the obligations of the Company under this the Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this the Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 48, the such Holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Agreement shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 8) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of a Warrant or the exercise of any rights pursuant thereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (aA) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (bB) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (cC) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 3) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses Section 9.1(a), (ab), (c) through or (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person the person (other than the Company or DSW (as the case may be)), which Company) that may be required to deliver any stockcash, securities, cash stock or other securities or property upon the exercise of this any Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, to the Holder Holder(s) of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of any such transaction, such assumption shall be in addition to, and shall not release the Company from, from any continuing obligations of the Company, Company under this Warrant), Warrant Agreement and the Warrants) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder such shares of stockcash, securities, cash stock or other securities or other property as, in accordance with the foregoing provisions of this Section 4, the as such Holder may be entitled to receive. Unless expressly stated herein, nothing receive in accordance with the provisions of this Section 4 9; provided, however, that this Section 9.2 shall not be applicable to any transaction described in Section 9.1 if all such cash, stock, property or other consideration receivable upon consummation of such transaction is delivered to the Company at such time. Such person shall similarly deliver to the Company an opinion of counsel to the effect that this Warrant Agreement and the Warrants shall continue in full force and effect after any such transaction and that the terms hereof (including, without limitation all of the provisions of Section 8 and this Section 9.2) and thereof shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intocash, stock or other securities or property that such person may be required to deliver upon any transactionexercise of the Warrants.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (aA) through (dD) of Section 4.1 and Section 4.2, respectively, 7(b)(i) unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant the Option as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrantthe Option, (aA) the obligations of the Company under this Warrant Agreement (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this WarrantAgreement), (bB) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (cC) the obligation of the Company to deliver to the such Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 47(b), the such Holder may be entitled to receive. Unless expressly stated herein, nothing and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which opinion shall be reasonably satisfactory to such Holder, stating that the Option shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 7(b)) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of the Option or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement ------------------------- Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holders of this Warrantat least a majority of the shares of Common Stock issuable upon exercise of all the then outstanding Warrants, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be deemed to authorize the Company to enter into, or to consent reasonably satisfactory to the entering by DSW intoholders of at least a majority of the shares of Common Stock issuable upon exercise of all the then outstanding Warrants, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained ------------------------- in this the Warrant or in the Financing Term Loan Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this WarrantHolder, (a) - the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW - Registration Rights Agreement, and (c) the obligation of the Company to deliver to the such Holder - such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the such Holder may be entitled to receive, and such Person shall have similarly delivered to such Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionTerm Loan Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant ------------------------- the Warrants or in the Financing Subscription Agreement to the contrary, the Company shall not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4, the Holder may be entitled to receivereceive and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to the Holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionSubscription Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in ------------------------- the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (ai) through (div) of Section 4.1 and Section 4.2, respectively, 8.4 unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder Holders of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), Agreement and the Warrants) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such Holders such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 48, the Holder such Holders may be entitled to receive. Unless expressly stated herein, nothing and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 8) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intostock, securities, cash or property which such person may be required to deliver upon any transactionexercise of the Warrants or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Financing Agreement Warrants to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (ai) through (div) of Section 4.1 and Section 4.2, respectively, 8.4 unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockshares, securities, cash or property upon the exercise of this Warrant the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder Holders of this Warrantthe Warrants, (a) the obligations of the Company under this Warrant Agreement and the Warrants (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), Agreement and the Warrants) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockHolders such shares, securities, cash or property as, in accordance with the foregoing provisions of this Section 48, the Holder such Holders may be entitled to receive. Unless expressly stated herein, nothing and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating that this Agreement and the Warrants shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 4 8) shall be deemed to authorize the Company to enter into, or to consent applicable to the entering by DSW intoshares, securities, cash or property which such person may be required to deliver upon any transactionexercise of the Warrants or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant ------------------------- the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 section 3 shall be deemed to authorize the Company to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionPurchase Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Purchase Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, section 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 4section 3, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel shall be deemed reasonably satisfactory to authorize such holder, stating that this Warrant shall thereafter continue in full force and effect and the Company to enter intoterms hereof (including, or to consent without limitation, all of the provisions of this section 3) shall be applicable to the entering by DSW intostock, securities, cash or property which such Person may be required to deliver upon any transactionexercise of this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant the Warrants or in the Financing Loan Agreement to the contrary, the Company shall Holdings will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 hereof unless, prior to the consummation thereof, each Person person (other than the Company or DSW (as the case may be)), Holdings) which may be required to deliver any stock, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company Holdings under this Warrant (and if the Company Holdings shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company Holdings from, any continuing obligations of the Company, Holdings under this Warrant), and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 43, the Holder such holder may be entitled to receive, and such Person shall have similarly delivered to such holder an opinion of counsel for such Person, which counsel and opinion shall be reasonably satisfactory to such holder, stating that this Warrant shall thereafter continue in full force and effect and the terms hereof (including without limitation all of the provisions of this Section 3) shall be applicable to the stock, securities, cash or property which such Person may be required to deliver upon any exercise of this Warrant or the exercise of any rights pursuant hereto. Unless expressly stated herein, nothing Nothing in this Section 4 3 shall be deemed to authorize the Company Holdings to enter into, or to consent to into any transaction not otherwise permitted by the entering by DSW into, any transactionLoan Agreement.

Assumption of Obligations. If any of the transactions described in Section 3.1 are consummated, the holder of this Warrant shall be entitled to receive, following such transaction, the Common Shares or Other Securities that such holder would have been entitled to receive had such holder exercised such Warrant immediately prior to the effective time of such transaction. If the transaction described in Section 3.1 provides that a holder of Common Shares may elect to receive different forms of consideration, the holder shall, by notice to the Company, be entitled to elect the type of consideration to be received and, if the holder fails to make such election, the Company may make such election acting in good faith. Notwithstanding anything contained in this Warrant or in the Financing Agreement to the contrary, the Company shall will not effect, and, prior to the consummation of a Spin-Off and satisfaction of the Company's obligations pursuant to Section 3.3(b), shall not consent to the effecting by DSW of, effect any of the transactions described in clauses (a) through (d) of Section 4.1 and Section 4.2, respectively, 3.1 unless, prior to the consummation thereof, each Person (other than the Company or DSW (as the case may be)), Company) which may be required to deliver any stockshares, securities, cash or property upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder holder of this Warrant, (a) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of such transaction, such assumption shall be in addition to, and shall not release the Company from, any continuing obligations of the Company, Company under this Warrant), ) and (b) the obligations of the Company under the Registration Rights Agreement or the obligations of DSW under the DSW Registration Rights Agreement, and (c) the obligation of the Company to deliver to the Holder such shares of stockholder such shares, securities, cash or property as, in accordance with the foregoing provisions of this Section 4Article III, the Holder such holder may be entitled to receive. Unless expressly stated herein, nothing in this Section 4 shall be deemed to authorize the Company to enter into, or to consent to the entering by DSW into, any transaction.