Common use of Assumption of Obligations Clause in Contracts

Assumption of Obligations. Notwithstanding anything contained in the Warrants to the contrary, the Company will not effect any of the transactions described in clauses (i) through (iv) of Section 8.4 unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the Warrants, (a) the obligations of the Company under this 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 under this Agreement and the Warrants) and (b) the obligation to deliver to such Holders such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8, such Holders may be entitled to receive, 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 8) shall be applicable to the stock, securities, cash or property which such person may be required to deliver upon any exercise of the Warrants or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Warrants Financing Agreement to the contrary, the Company will shall not effect 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 (ia) through (ivd) of Section 8.4 4.1 and Section 4.2, respectively, unless, prior to the consummation thereof, each person Person (other than the Company) Company or DSW (as the case may be)), which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders Holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the Warrants) and 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 such Holders the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 84, such Holders the Holder may be entitled to receive. Unless expressly stated herein, and such person shall have similarly delivered to such Holders an opinion of counsel for such person, which counsel nothing in this Section 4 shall be reasonably satisfactory deemed to such Holdersauthorize the Company to enter into, 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 8) shall be applicable or to consent to the stockentering by DSW into, securities, cash or property which such person may be required to deliver upon any exercise of the Warrants or the exercise of any rights pursuant heretotransaction.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Warrants Loan Agreement to the contrary, the Company will Corporation shall not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 4.1 unless, prior to the consummation thereof, each person Person (other than the CompanyCorporation) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders Holder of the Warrantsthis Warrant, (a) the obligations of the Company Corporation under this Agreement and the Warrants 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 Corporation under the Registration Rights Agreement and the Warrants) and (bc) the obligation to deliver to such Holders the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 84, such Holders the Holder may be entitled to receive, receive and such person Person shall have similarly delivered to such Holders the Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersthe Holder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 4) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 4 shall be deemed to authorize the Corporation to enter into any transaction not otherwise permitted by the Loan Agreement.

Assumption of Obligations. Notwithstanding anything contained in the Warrants or in the Loan Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 hereof unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the WarrantsWarrant) and (b) the obligation to deliver to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 83, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, including without limitation, limitation all of the provisions of this Section 8) 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Loan Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or the Warrants Merger Agreement to the contrary, the Company will not effect any of the transactions described in clauses subdivisions (ia) through (ivd) of Section 8.4 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stockcash, securities, cash stock or other securities or other property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the WarrantsWarrant) and (b) the obligation to deliver to such Holders holder such shares of stockcash, securities, cash stock or other securities or other property as, in accordance with the foregoing provisions of this Section 83, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants 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 8) 3) shall be applicable to the stockcash, securities, cash stock or other securities or other property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in the Warrants or in the Financing Agreement to the contrary, the Company will shall not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 4.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, to the Holders Holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 and the Warrants) and (bc) the obligation to deliver to such Holders the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 84, such Holders the Holder may be entitled to receive, receive and such person Person shall have similarly delivered to such Holders the Holder an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holdersthe Holder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 4) shall be applicable to the stock, securities, cash or property which such person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant heretothereto. Nothing in this Section 4 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Financing Agreement.

Assumption of Obligations. Notwithstanding anything contained in the Warrants to the contrary, the Company will not effect any of the transactions described in clauses (i) through (iv) of Section 8.4 unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stockshares, securities, cash or property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the Warrants, (a) the obligations of the Company under this 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 under this Agreement and the Warrants) and (b) the obligation to deliver to such Holders such shares of stockshares, securities, cash or property as, in accordance with the foregoing provisions of this Section 8, such Holders may be entitled to receive, 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 8) shall be applicable to the stockshares, securities, cash or property which such person may be required to deliver upon any exercise of the Warrants or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in the Warrants or in the Loan Agreement to the contrary, the Company will shall not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 4.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and in form and substance reasonably satisfactory to, the Holders of the WarrantsHolder, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the Warrants) and (bc) the obligation to deliver to such Holders the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 84, such Holders the Holder may be entitled to receive, receive and such person Person shall have similarly delivered to such Holders the Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersthe Holder, stating that each of this Agreement Warrant and the Warrants Registration Agreement shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 4) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 4 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Loan Agreement.

Assumption of Obligations. Notwithstanding anything contained in the Warrants to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (aA) the obligations of the Company under this Agreement and the Warrants 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 and the Warrants) and (bC) the obligation to deliver to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 83, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in the Warrants or in the Purchase Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 hereof unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 and the Warrants) and (bc) the obligation to deliver to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 83, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, including without limitation, limitation all of the provisions of this Section 8) 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the provisions of Section 9 hereof or by the terms of the Purchase Agreement.

Assumption of Obligations. Notwithstanding anything contained in the Warrants this Warrant Agreement to the contrary, the Company will shall not effect any of the transactions described in clauses Section 9.1(a), (ib), (c) through or (ivd) of Section 8.4 unless, prior to the consummation thereof, each the person (other than the Company) which that may be required to deliver any stockcash, securities, cash stock or other securities or property upon the exercise of the Warrants any Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, to the Holders Holder(s) of the 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 under this Warrant Agreement and the Warrants) and (b) the obligation to deliver to such Holders Holder such shares of stockcash, securities, cash stock or other securities or other property as, as such Holder may be entitled to receive in accordance with the foregoing provisions of this Section 89; provided, however, that this Section 9.2 shall not be applicable to any transaction described in Section 9.1 if all such Holders may be entitled cash, stock, property or other consideration receivable upon consummation of such transaction is delivered to receive, and the Company at such time. Such person shall have similarly delivered deliver to such Holders the Company an opinion of counsel for such person, which counsel shall be reasonably satisfactory to such Holders, stating the effect that this Warrant Agreement and the Warrants shall thereafter continue in full force and effect after any such transaction and that the terms hereof (including, without limitation, limitation all of the provisions of Section 8 and this Section 8) 9.2) and thereof shall be applicable to the stockcash, securities, cash stock or other securities or property which that such person may be required to deliver upon any exercise of the Warrants or the exercise of any rights pursuant heretoWarrants.

Assumption of Obligations. Notwithstanding anything contained in ------------------------- the Warrants or in the Purchase Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 section 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the WarrantsWarrant) and (b) the obligation to deliver to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8section 3, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) section 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement.

Assumption of Obligations. Notwithstanding anything contained ------------------------- in the Warrants or in the Credit Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 section 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the WarrantsWarrant) and (b) the obligation to deliver - to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8section 3, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) section 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Credit Agreement.

Assumption of Obligations. Notwithstanding anything contained in ------------------------- the Warrants Warrant or in the Indenture to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the WarrantsHolder, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the WarrantsWarrant) and (b) the obligation to deliver to such Holders Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 83, such Holders Holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such HoldersHolder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Indenture.

Assumption of Obligations. Notwithstanding anything contained in the Warrants this ------------------------- Warrant to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 2.4 hereof unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the WarrantsHolder, assume (a) the obligations of the Company under this Agreement and the Warrants 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 and the Warrants) and (bc) the obligation to deliver to such Holders the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 82.4, such Holders the Holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders the Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersthe Holder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, including without limitation, limitation all of the provisions of this Section 8) 2) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in ------------------------- the Warrants or in the Subscription Agreement to the contrary, the Company will shall not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 4.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders Holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 and the Warrants) and (bc) the obligation to deliver to such Holders the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 84, such Holders the Holder may be entitled to receive, receive and such person Person shall have similarly delivered to such Holders the Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersthe Holder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 4) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 4 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Subscription Agreement.

Assumption of Obligations. Notwithstanding anything contained in ------------------------- the Warrants or in the Purchase Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 section 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the WarrantsWarrant) and (b) the obligation to deliver to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8section 3, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) section 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto.. Nothing in this section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement

Assumption of Obligations. Notwithstanding anything contained in the Warrants this Agreement to the contrary, the Company will not effect any of the transactions described in clauses (iA) through (ivD) of Section 8.4 7(b)(i) unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants Option as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders Holder of the WarrantsOption, (aA) the obligations of the Company under this 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 under this Agreement), (B) the obligations of the Company under the Registration Rights Agreement and the Warrants) and (bC) the obligation to deliver to such Holders Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 87(b), such Holders Holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders Holder an opinion of counsel for such personPerson, which counsel opinion shall be reasonably satisfactory to such HoldersHolder, stating that this Agreement and the Warrants Option shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 7(b)) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants Option or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in the ------------------------- Warrants to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 section 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holders of at 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 Agreement and the Warrants 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 Agreement and the Warrants) Warrant), and (b) the obligation to deliver to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8section 3, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersthe holders of at least a majority of the shares of Common Stock issuable upon exercise of all the then outstanding Warrants, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) section 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in the Warrants to the contrary, the Company will not effect any of the transactions described in clauses (i) through (ivv) of Section 8.4 6.4 unless, prior to the consummation thereof, each person (other than the Company) which that may be required to deliver any stock, securities, cash cash, rights, or other property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to, to and reasonably satisfactory to, to the Holders of the Warrants, (a) the obligations of the Company under this 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 under this Agreement and the Warrants) and (b) the obligation to deliver to such Holders such shares of stock, securities, cash cash, rights, or property as, in accordance with the foregoing provisions of this Section 86, such Holders may be entitled to receive, 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 8) 6) shall be applicable to the stock, securities, cash cash, rights, or property which that such person may be required to deliver upon any exercise of the Warrants or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in the Warrants Warrant or in the Management and Consulting Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the WarrantsHolder, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and Warrant), (b) the Warrants) obligations of the Company under the Registration Rights Agreement, and (bc) the obligation to deliver to such Holders Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 83, such Holders Holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such HoldersHolder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. .

Assumption of Obligations. Notwithstanding anything contained in ------------------------- the Warrants to the contrary, the Company will not effect any of the transactions described in clauses (i) through (iv) of Section 8.4 unless, prior to the consummation thereof, each person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the Warrants, (a) the obligations of the Company under this 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 under this Agreement and the Warrants) and (b) the obligation to deliver to such Holders such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8, such Holders may be entitled to receive, 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 8) shall be applicable to the stock, securities, cash or property which such person may be required to deliver upon any exercise of the Warrants or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in the Warrants Warrant or in the Marketing Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the WarrantsHolder, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and Warrant), (b) the Warrants) obligations of the Company under the Registration Rights Agreement, and (bc) the obligation to deliver to such Holders Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 83, such Holders Holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such HoldersHolder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. .

Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Warrants Financing Agreement to the contrary, the Company will Corporation shall not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 4.1 unless, prior to the consummation thereof, each person Person (other than the CompanyCorporation) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders Holder of the Warrantsthis Warrant, (a) the obligations of the Company Corporation under this Agreement and the Warrants 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 Corporation under the Registration Rights Agreement and the Warrants) and (bc) the obligation to deliver to such Holders the Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 84, such Holders the Holder may be entitled to receive, receive and such person Person shall have similarly delivered to such Holders the Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersthe Holder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 4) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 4 shall be deemed to authorize the Corporation to enter into any transaction not otherwise permitted by the Financing Agreement.

Assumption of Obligations. Notwithstanding anything contained in this Warrant or the Warrants Purchase Agreement to the contrary, the Company will not effect any of the transactions described in clauses subdivisions (ia) through (ivd) of Section 8.4 section 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stockcash, securities, cash stock or other securities or other property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 under this Agreement and the WarrantsWarrant) and (b) the obligation to deliver to such Holders holder such shares of stockcash, securities, cash stock or other securities or other property as, in accordance with the foregoing provisions of this Section 8section 3, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants 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 8) section 3) shall be applicable to the stockcash, securities, cash stock or other securities or other property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this section 3 or in section 7 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Purchase Agreement. 4.

Assumption of Obligations. Notwithstanding anything contained in the Warrants or in the Purchase Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 section 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 and the Warrants) and (bc) the obligation to deliver to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8section 3, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) section 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in the Warrants or in the Loan Agreement to the contrary, the Company Holdings will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 hereof unless, prior to the consummation thereof, each person (other than the CompanyHoldings) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company Holdings under this Agreement and the Warrants 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 Agreement and the Warrants) Warrant), and (b) the obligation to deliver to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 83, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel and opinion shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, including without limitation, limitation all of the provisions of this Section 8) 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 3 shall be deemed to authorize Holdings to enter into any transaction not otherwise permitted by the Loan Agreement.

Assumption of Obligations. Notwithstanding anything contained ------------------------- in the Warrants Warrant or in the Term Loan Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the WarrantsHolder, (a) - the obligations of the Company under this Agreement and the Warrants 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 Agreement and Warrant), (b) the Warrants) obligations of the Company under the - Registration Rights Agreement, and (bc) the obligation to deliver to such Holders Holder - such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 83, such Holders Holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such HoldersHolder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto. Nothing in this Section 3 shall be deemed to authorize the Company to enter into any transaction not otherwise permitted by the Term Loan Agreement.

Assumption of Obligations. Notwithstanding anything contained in the Warrants this Warrant to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 unless, prior to the consummation thereof, each person Person (other than the Warrant No. W-CSR-1 - Page 5 Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders of the WarrantsHolder, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and Warrant), (b) the Warrants) obligations of the Company under the Registration Rights Agreement, and (bc) the obligation to deliver to such Holders Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 83, such Holders Holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such HoldersHolder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto.

Assumption of Obligations. Notwithstanding anything contained in the Warrants or in the Investment Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 8.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants a Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders Holder of the Warrantssuch Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the WarrantsWarrant) and (b) the obligation to deliver to such Holders Holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8, such Holders Holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders Holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such HoldersHolder, 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 8) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants a Warrant or the exercise of any rights pursuant heretothereto.

Assumption of Obligations. Notwithstanding anything contained in the Warrants or in the Purchase Agreement to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ive) of Section 8.4 section 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stock, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 and the Warrants) and (bc) the obligation to deliver to such Holders holder such shares of stock, securities, cash or property as, in accordance with the foregoing provisions of this Section 8section 3, such Holders holder may be entitled to receive, and such person Person shall have similarly delivered to such Holders holder an opinion of counsel for such personPerson, which counsel shall be reasonably satisfactory to such Holdersholder, stating that this Agreement and the Warrants Warrant shall thereafter continue in full force and effect and the terms hereof (including, without limitation, all of the provisions of this Section 8) section 3) shall be applicable to the stock, securities, cash or property which such person Person may be required to deliver upon any exercise of the Warrants this Warrant or the exercise of any rights pursuant hereto.

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 the Warrants this Warrant to the contrary, the Company will not effect any of the transactions described in clauses (ia) through (ivd) of Section 8.4 3.1 unless, prior to the consummation thereof, each person Person (other than the Company) which may be required to deliver any stockshares, securities, cash or property upon the exercise of the Warrants this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holders holder of the Warrantsthis Warrant, (a) the obligations of the Company under this Agreement and the Warrants 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 Agreement and the WarrantsWarrant) and (b) the obligation to deliver to such Holders holder such shares of stockshares, securities, cash or property as, in accordance with the foregoing provisions of this Section 8Article III, such Holders holder may be entitled to receive, 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 8) shall be applicable to the stock, securities, cash or property which such person may be required to deliver upon any exercise of the Warrants or the exercise of any rights pursuant hereto.