(b) As of the Effective Date, the table set forth in Section 1.6(b) is herebydeleted and restated:                                               Monthly   Total 1st  1st Floor      Bsm’t      Install’ts of Period Floor SF  $/SF/yr  Bsm’t SF  $/SF/yr  Annual Rent  Annual Rent 2/01/2008 to 12/31/2008  265,000  $2.25          $596,250.00  $49,687.50 1/01/2009 to 8/31/2010  265,000  $2.10          $556,500.00  $46,375.00 9/01/2010 to 11/30/2010  344,270  $2.00          $688,540.00  $57,378.33 12/01/10 to 8/31/2011  352,343  $2.00          $704,686.00* $58,723.83 9/01/2011 to 8/31/2012  544,270  $2.00          $1,088,540.00  $90,711.67 9/01/2012 to 8/31/2013  606,270  $2.00          $1,212,540.00  $101,045.00 9/01/2013 to 8/31/2014  606,270  $2.00          $1,212,540.00  $101,045.00 9/01/2014 to 8/31/2015  606,270  $2.00   120,000  $0.30  $1,248,540.00  $104,045.00 9/01/2015 to 8/31/2016  606,270  $2.00   120,000  $0.35  $1,254,540.00  $104,545.00 9/01/2016 to 9/30/2017  606,270  $2.00   120,000  $0.40  $1,260,540.00  $105,045.00 First Option Term (5yrs.)  606,270  $2.40   120,000  $0.50  $1,515,048.00  $126,254.00 Second Option Term (5 yrs.)  606,270  $2.70   120,000  $0.50  $1,696,929.00  $141,410.75    * annualized number based on less than a full calendar year3. Tenant’s Work; Landlord’s Approval. Tenant shall build out the Studio Space infull compliance with Section 9.4 of the Lease (Alterations) and in accordance with the plans andspecifications approved by Landlord. Landlord confirms that it has approved the DSW Photo StudioInterior Alterations dated October 8, 2010 prepared by Ford & Associates Architects. At Tenant’scost, Tenant shall furnish all fixturing and other improvements needed for Tenant’s use. Landlordshall have no obligation to perform improvements to the Studio Space nor any obligation tocontribute to or reimburse expenses relating to the improvements in the Studio Space.4. Purpose. Section 1.6(a) of the Initial Lease is hereby deleted in its entirety andrestated: (a) Purpose (See Section 3.1): The Leased Premises shall be used only forwarehouse, distribution, photo studio and offices related to the foregoing, andany other use shall require Landlord’s prior consent, which consent shall notbe unreasonably withheld, conditioned or delayed.5. Representations and Warranties.(a) Tenant represents and warrants to Landlord as follows: (i) The execution, delivery andperformance of this Amendment will not result in any breach of, or constitute any default under,any agreement or other instrument to which Tenant is a party or by which Tenant might be bound;(ii) The execution, delivery and performance by Tenant of this Amendment have been duly authorizedby Tenant, and there are no third party consents required for Tenant to enter into this Amendmentor to perform its obligations hereunder; and (iii) The person executing this Amendment on behalf ofTenant represents and warrants that such person is duly authorized to act on behalf of Tenant inexecuting this Amendment, and that this Amendment constitutes a valid and legally bindingobligation of Amendment enforceable against Tenant in accordance with its terms.
 
 

 
(b) Landlord hereby represents and warrants to Tenant as follows: (i) The execution, deliveryand performance of this Amendment will not result in any breach of, or constitute any defaultunder, any agreement or other instrument to which Landlord is a party or by which Landlord or theLeased Premises might be bound and will not result in the imposition of any lien or encumbranceagainst the Leased Premises or the Lease; (ii) The execution, delivery and performance by Landlordof this Amendment have been duly authorized by Landlord, and all third party consents required forthis Amendment have been obtained by Landlord, specifically including but not limited to theconsent and approval of Landlord’s mortgage lender, if any; and (iii) The person executing thisAmendment on behalf of Landlord represents and warrants that such person is duly authorized to acton behalf of Landlord in executing this Amendment, and that this Amendment constitutes a valid andlegally binding obligation of Landlord enforceable against Landlord in accordance with its terms.6. Incorporation of Background. The above Background paragraphs are herebyincorporated into this Amendment as if fully set forth herein.7. Definitions; Definition of Lease. Except as otherwise provided herein, thecapitalized terms used in this Amendment shall have the definitions set forth in the Initial Lease.As used in the Initial Lease and herein, “Lease” shall mean the Initial Lease and First LeaseAmendment as modified by and together with this Amendment.8. Entire Agreement. The Lease, as amended by this Amendment, constitutes the entireagreement between Landlord and Tenant regarding the Lease and the subject matter contained hereinand supersedes any and all prior and/or contemporaneous oral or written negotiations, agreements orunderstandings.9. Lease Ratification. The Lease, as modified herein, is in full force and effect,and the parties hereby ratify the same. The Lease and this Amendment shall be binding upon theparties and their respective successors and assigns. To the extent the terms and conditions of theLease conflict with or are inconsistent with this Amendment, the terms and conditions of thisAmendment shall control.10. Counterparts. This Amendment may be executed in counterparts, each of which shallbe deemed a part of an original and all of which together shall constitute one agreement.Signature pages may be detached from the counterparts and attached to a single copy of thisAmendment to form one document.11. DSW’s Consent to Amendment; Ratification of Guaranty. DSW Inc. has, and assumes,no obligations, liabilities or responsibilities under this Lease, except that DSW Inc. delivered toLandlord a Guaranty dated as of October 1, 2008 under which DSW Inc. guaranteed the performance ofTenant under the Initial Lease. DSW Inc. delivered the Guaranty as an inducement to Landlord toenter into the Initial Lease. DSW Inc. hereby consents to this Amendment, and DSW Inc. herebyaffirms and ratifies the Guaranty as to Tenant’s performance under the Lease, as modified by thisAmendment.[signatures appear on the following page]
 
 

 
IN WITNESS WHEREOF, the parties have caused this Second Lease Amendment to be executed on theday and year first written above.                     LANDLORD:4300 VENTURE 34910 LLC,a Delaware limited liability company                         By: 4300 EAST FIFTH AVENUE LLC,        an Ohio limited liability company,its Member                           By: JUBILEE-AIRCENTER, L.L.C.,          a Delaware limited liability company,its Managing Member                             By: JUBILEE LIMITED PARTNERSHIP,            an Ohio limited partnership,its Managing Member                               By: SCHOTTENSTEIN PROFESSIONAL              ASSET MANAGEMENT CORPORATION,a Delaware corporation,its General Partner                                 By: /s/ Jay Schottenstein                                 Print Name: Jay Schottenstein                Title: President & Chairman        TENANT: