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EXHIBIT 10.58.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
This
Agreement is made this 28 day of February, 2005, between
SHONAC
CORPORATION, an Ohio
corporation having its principal offices located at 4150
East Fifth Avenue, Columbus,
Ohio 43219 ("Assignor") and DSW SHOE WAREHOUSE,
INC., a Missouri corporation
having its principal offices located at 4150 East
Fifth Avenue, Columbus, Ohio
43219 ("Assignee").
RECITALS
WHEREAS,
Assignor is the Tenant under a certain lease dated September
24,
2004 by and between Assignor
and K&S Maple Hill Mall, L.P., a Delaware limited
partnership ("Landlord"),
relative to approximately 26,083 square feet of real
property located in a certain
shopping center known as Maple Hill Mall,
Kalamazoo, Michigan (the
"Lease"); and
WHEREAS,
Assignee is a wholly owned subsidiary of Assignor.
AGREEMENT
NOW, THEREFORE, for good and
valuable consideration, receipt of which is
hereby acknowledged, the
parties agree as follows:
1. Assignor hereby sells,
assigns, and conveys to Assignee all of Assignor's
rights, title, and interest
under the Lease.
2. Assignee hereby
accepts this assignment and agrees to perform all
obligations for which the
Tenant is responsible under the Lease.
3. Assignor warrants that
the Lease is in full force and effect, that neither
Assignor nor Landlord is in
breach thereof or in default thereunder, that the
Lease has not been modified
or amended, except as stated above, and that the
Lease is valid and
enforceable. Assignor further warrants that it has not
previously assigned the Lease
or sublet the Premises, t
