**Exhibit 10.84****L E A S E**   **LANDLORD:** AMERICAN SIGNATURE, INC.  1800 Moler Road  Columbus, Ohio 43207   **TENANT:** DSW SHOE WAREHOUSE, INC.  4150 East Fifth Avenue  Columbus, Ohio 43219   **PREMISES:** Approximately 23,556 square feet at  Lincoln Plaza, Middletown Township, Bucks County,  Pennsylvania
 

 
**TABLE OF CONTENTS**            Page SECTION 1. PREMISES  1       SECTION 2. TERM  2        SECTION 3. COMMENCEMENT DATE  2        SECTION 4. RENEWAL OPTIONS  4       SECTION 5. MINIMUM RENT  4       SECTION 6. PERCENTAGE RENT  5       SECTION 7. TITLE ENCUMBRANCES  7       SECTION 8. RIGHT TO REMODEL  7       SECTION 9. UTILITIES  8       SECTION 10. GLASS  8       SECTION 11. PERSONAL PROPERTY  8       SECTION 12. RIGHT TO MORTGAGE  9       SECTION 13. SUBLEASE OR ASSIGNMENT  9       SECTION 14. COMMON AREAS  10       SECTION 15. OPERATION OF COMMON AREAS  10       SECTION 16. COMMON AREA MAINTENANCE, TENANT’S SHARE  10       SECTION 17. EMINENT DOMAIN  12       SECTION 18. TENANT’S TAXES  13       SECTION 19. RISK OF GOODS  13       SECTION 20. USE AND OCCUPANCY  13       SECTION 21. NUISANCES  15       SECTION 22. WASTE AND REFUSE REMOVAL  15       SECTION 23. DESTRUCTION OF PREMISES  15       SECTION 24. LANDLORD REPAIRS  16       SECTION 25. TENANT’S REPAIRS  17       SECTION 26. COVENANT OF TITLE AND PEACEFUL POSSESSION  18       SECTION 27. TENANT’S AND LANDLORD’S INSURANCE; INDEMNITY  19       SECTION 28. REAL ESTATE TAXES  22       SECTION 29. TENANT’S INSURANCE CONTRIBUTION  23       SECTION 30. FIXTURES  24       SECTION 31. SURRENDER  24       SECTION 32. HOLDING OVER  24
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            Page SECTION 33. NOTICE  24       SECTION 34. DEFAULT  24       SECTION 35. WAIVER OF SUBROGATION  28       SECTION 36. LIABILITY OF LANDLORD; EXCULPATION  28       SECTION 37. RIGHTS CUMULATIVE  29       SECTION 38. MITIGATION OF DAMAGES  29       SECTION 39. SIGNS  29       SECTION 40. ENTIRE AGREEMENT  29       SECTION 41. LANDLORD’S LIEN — DELETED BY INTENTION  29       SECTION 42. BINDING UPON SUCCESSORS  29       SECTION 43. HAZARDOUS SUBSTANCES  30       SECTION 44. TRANSFER OF INTEREST  31       SECTION 45. ACCESS TO PREMISES  31       SECTION 46. HEADINGS  31       SECTION 47. NON-WAIVER  32       SECTION 48. SHORT FORM LEASE  32       SECTION 49. ESTOPPEL CERTIFICATE  32       SECTION 50. MASTER LEASE CONTINGENCIES  32       SECTION 51. PROVISIONS WITH RESPECT TO MASTER LEASE  33       SECTION 52. BROKER  33       SECTION 53. UNAVOIDABLE DELAYS  34       SECTION 54. TIMELY EXECUTION OF LEASE  34       SECTION 55. ACCORD AND SATISFACTION  34       SECTION 56. WAIVER OF JURY TRIAL  34       SECTION 57. LEASEHOLD FINANCING  35       SECTION 58. TENANT’S REIMBURSEMENT  35**LIST OF EXHIBITS**:   EXHIBIT “A-1” SITE PLANEXHIBIT “A-2” LEGAL DESCRIPTIONEXHIBIT “B” LANDLORD’S WORKEXHIBIT “C” TENANT’S WORKEXHIBIT “D” EXISTING USE EXCLUSIVES AND PROHIBITED USESEXHIBIT “E” TENANT PROTOTYPICAL SIGNAGE
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**L E A S E****THIS AGREEMENT OF LEASE,**made this 15th day of December, 2006, by and between American Signature,Inc. (hereinafter referred to as “Landlord”), with offices at 1800 Moler Road, Columbus, Ohio 43207and DSW SHOE WAREHOUSE, INC., a Missouri corporation (hereinafter referred to as“Tenant”) with offices at 4150 East Fifth Avenue, Columbus, Ohio 43219.**W I T N E S S E T H:****SECTION 1.****PREMISES**     (a) Landlord, in consideration of the rents to be paid and covenants and agreements to beperformed by Tenant, does hereby lease unto Tenant approximately 23,556 square feet of leasablespace (hereinafter referred to as the “premises” or “demised premises”) on the ground floor of anexisting multi-tenant building (the “Building”) in the shopping center commonly known as LincolnPlaza, Township of Middletown, County of Bucks and Commonwealth of Pennsylvania (hereinafterreferred to as the “Shopping Center” or “Center”). The location, size, and area of the demisedpremises and of the Shopping Center shall be substantially as shown on Exhibit “A-1”attached hereto and made a part hereof. A legal description of the Shopping Center is shown onExhibit “A-2”, attached hereto and made a part hereof. Landlord shall not change theconfiguration of the Shopping Center so as to materially adversely affect access to, visibility ofor parking for the premises without the prior written consent of Tenant, nor to the extent that ithas the authority to do so under the Master Lease (as hereinafter defined), shall Landlord consentto or permit any such change in configuration.     (b) Landlord and Tenant acknowledge that, notwithstanding any reference herein to thecontrary, this Lease is in fact a sub, sublease. Landlord holds a leasehold interest in theBuilding and the premises pursuant to the Master Lease. For purposes hereof, the “Master Lease” isthat certain Lease dated April 20, 1993, as amended by letter agreements dated April 20, 1993,March 7, 1996 and January 15, 1997, and by Amendment to Lease dated 4/15/03, between Lincoln PlazaAssociates (“Master Landlord”) and Builders Square, Inc. Landlord is the successor in interest tothe interest of Builders Square, Inc. under the Master Lease. This Lease is subject andsubordinate to the Master Lease.     (c) Landlord covenants and agrees that Landlord shall at all times comply with and fullyperform all of its obligations under the Master Lease. Landlord shall not, during the term hereof,(i) do or suffer or permit anything to be done which would constitute a default under the MasterLease or would cause the Master Lease to be canceled, terminated or forfeited by virtue of anyrights of cancellation, termination, or forfeiture reserved or vested in Master Landlord under theMaster Lease, (ii) exercise any right reserved or vested in Landlord to cancel, terminate orforfeit the Master Lease, including, without limitation, any termination rights for casualty orcondemnation or (iii) modify, amend or terminate the Master Lease.     (d) Landlord agrees to forward to Tenant, upon receipt thereof from Master Landlord, a copy ofeach notice of default received by Landlord in its capacity as tenant under the Master Lease.
 

 
**SECTION 2.****TERM**     The term of this Lease shall be for a period beginning on the commencement date (ashereinafter defined) and ending on April 28, 2013, unless earlier terminated or extended as hereinprovided.**SECTION 3.****COMMENCEMENT DATE**     (a) As herein used, the phrase “commencement date” shall mean the earlier of: (i) the dayTenant opens for business in the demised premises, or (ii) sixty (60) days after Landlord hasdelivered to Tenant possession of the demised premises as same are to be substantially completed byLandlord and ready for occupancy, as set forth in (b) below. Landlord agrees to deliver thedemised premises to Tenant with Landlord’s Work (as set forth on Exhibit “B”, attachedhereto and made a part hereof) completed between August 1, 2006 and September 15, 2006 (the“Delivery Period”). Landlord shall give Tenant notice (the “Estimated Delivery Notice”) no laterthan October 6, 2006 of the status of Landlord’s construction and the estimated date that Landlordshall deliver the Premises to Tenant with Landlord’s Work substantially completed (the “EstimatedDelivery Date”). Landlord may, but is under no obligation, to revise the Estimated Delivery Dateany time prior to thirty (30) days prior to the Estimated Delivery Date (the “Final Delivery NoticeDate”), by which time Landlord shall have given Tenant a final notice (the “Final Delivery Notice”)of a firm delivery date (the “Final Delivery Date”) upon which the Landlord’s Work shall besubstantially completed and the Leased Premises delivered to Tenant. Upon the sending of the FinalDelivery Notice, Landlord shall have no further right to modify the Final Delivery Date. However,if Landlord has not delivered a Final Delivery Notice by the Final Delivery Notice Date, then theEstimated Delivery Notice shall be the Final Delivery Notice and the Estimated Delivery Date shallbe the Final Delivery Date. The Final Delivery Date shall not be earlier than (i) thirty (30) daysafter the date Tenant receives the Final Delivery Notice, or (ii) the first day of the DeliveryPeriod. If Landlord does not deliver the demised premises to Tenant as required herein by October1, 2006, Tenant may defer delivery until January 2, 2007. If Landlord does not deliver the demisedpremises to Tenant thereafter on or before March 1, 2007, Tenant may terminate this Lease or deferdelivery until June 1, 2007. If Landlord does not deliver the demised premises to Tenantthereafter on or before June 1, 2007, Tenant may terminate this Lease. In the event that thedemised premises and Landlord’s Work are not substantially completed and delivered to Tenant on orbefore the Final Delivery Date, the minimum rent due hereunder shall be adjusted so that, after theRent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter dueLandlord equal to one (1) day of minimum rent for each day after the Final Delivery Date untildelivery of the demised premises is made to Tenant consistent with the terms of this Lease,including substantial completion of the Landlord’s Work. Tenant shall not be obligated to acceptpossession of the demised premises prior to the later of (a) substantial completion of Landlord’sWork, (b) the first day of the Delivery Period and (c) the Final Delivery Date. Time is of theessence regarding all dates set forth in this Section 3(a). Landlord shall obtain a certificate ofoccupancy or completion, permit or the local equivalent that is required for Landlord’s Work at thedemised premises so that Tenant may obtain a building permit for Tenant’s Work and commenceperformance of the same.
 

 
     (b) Possession of the demised premises shall not be deemed to have been given to Tenant unlessthe demised premises are ready for the installation of Tenant’s fixtures and finishing work byTenant, and are free of any violation of laws, ordinances, regulations and building restrictionsrelating to the possession or use of or construction upon the demised premises, and until Landlordhas substantially completed Landlord’s Work. Tenant shall supply Landlord with Tenant’sprototypical plans and specifications, and Landlord shall prepare plans and specifications for thePremises at Landlord’s expense, for Tenant’s approval. All such Landlord’s Work shall be done atLandlord’s expense and in compliance with all applicable federal, state and local laws, rules,regulations and code requirements.     (c) Prior to the date on which possession is delivered to Tenant as aforesaid, Tenant shallhave the right to enter the demised premises at its own risk rent-free for the purpose of preparingfor its occupancy, installing fixtures and equipment, and receiving merchandise and other property,provided that it does not unreasonably interfere with Landlord’s construction activities. All workother than that to be performed by Landlord is to be done by Tenant within ninety (90) days afterthe date possession of the demised premises has been delivered to Tenant, at Tenant’s expense inaccordance with the provisions of this Lease and as set forth in the schedule entitled Descriptionof Tenant’s Work and attached hereto as Exhibit “C” and made a part hereof. All Tenant’sWork shall be performed lien free by Tenant, in a good and workmanlike manner (employing materialsof good quality) in compliance with all governmental requirements. In the event a mechanic’s lienis filed against the demised premises or the Shopping Center on account of Tenant’s Work, Tenantshall discharge or bond off same within thirty (30) days from the filing thereof. If Tenant failsto discharge said lien, Landlord may bond off or pay same without inquiring into the validity ormerits of such lien, and all sums so advanced shall be paid on demand by Tenant as additional rent.     (d) From the date upon which the demised premises are delivered to Tenant for its work or suchearlier time that Tenant enters the demised premises to prepare for its occupancy until thecommencement date of the lease term, Tenant shall observe and perform all of its obligations underthis Lease (except Tenant’s obligation to operate and pay minimum rent, percentage rent and“Tenant’s Proportionate Share” (defined in Section 16(c) below) of “Maintenance Costs” (defined andprovided for in Section 16(b) hereof) “real estate taxes” (defined and provided for in Section28(b) hereof) and insurance (provided for in Section 29 hereof). In the event Tenant fails to openfor business within one hundred twenty (120) days after the date possession of the demised premiseshas been delivered to Tenant, Landlord, in addition to any and all other available remedies, mayrequire Tenant to pay to Landlord, in addition to all other rent and charges herein, as liquidateddamages and not as a penalty, an amount equal to one-three hundred sixty five thousandths (1/365)of the annual minimum rent for each day such failure to open continues.     (e) Landlord represents that all requirements set forth in the Master Lease for theperformance of Landlord’s Work and Tenant’s Work have been satisfied and all approvals requiredfrom Master Landlord for the performance thereof have been obtained.
 

 
**SECTION 4.****RENEWAL OPTIONS**     (a) Provided Tenant has fully complied with all of the terms, provisions, and conditions onits part to be performed under this Lease and is not in default under this Lease, Tenant may, bygiving written notice to the Landlord at least six (6) months on or before the expiration of theinitial term of this Lease, extend such term for a period of five (5) years upon the same covenantsand agreements as are herein set forth, except that the minimum rent during the first renewal termshall be increased to $31,408.00 each month.     (b) Provided Tenant has fully complied with all of the terms, provisions and conditions on itspart to be performed under this Lease, is not in default under this Lease and has exercised itsfirst option to renew hereunder, Tenant may, by giving written notice to the Landlord at least six(6) months on or before the expiration of the first extended term of this Lease, extend such termfor an additional period of four (4) years upon the same covenants and agreements as the firstextended term except that the minimum rent (as increased pursuant to Section 4(a) above) duringthis second renewal term shall be further increased to $33,371.00 each month.     (c) The initial term and any renewal term(s) are hereinafter collectively referred to as the“term”.     (d) Landlord agrees that it shall timely exercise any and all options under the Master Leaseso as to extend the term thereof for a period of time equal to or greater than the term hereof, asextended by the exercise by Tenant of any of its rights under this Section 4.**SECTION 5.****MINIMUM RENT**     (a) Tenant agrees to pay to Landlord, as minimum rent for the demised premises, equalconsecutive monthly installments of $27,482.00, commencing on the commencement date, and continuingon the first day of each calendar month during years one (1) through five (5) of the initial termof this Lease, monthly installments of $29,445.00 each calendar month during the balance of theinitial term of this Lease. All such rental shall be payable to Landlord in advance, without priorwritten notice or demand and without any right of deduction, abatement, counterclaim or offsetwhatsoever (unless specifically permitted in this Lease). In no event shall Tenant have the rightto offset more than twenty-five percent (25%) of minimum rent in any calendar month, and Tenantshall have no right to offset against any additional rent other than any percentage rent payablehereunder. As used in this Lease, the terms “minimum rent” and “minimum rental” mean the minimumrental set forth in this Section 5(a) as adjusted pursuant to Section 4 hereof. As used in thisLease, the terms “rent and “rental” mean minimum rental, percentage rental, additional rental andall other sums due and owing from Tenant to Landlord under this Lease.     (b) If the Lease term shall commence on a day other than the first day of a calendar month orshall end on a day other than the last day of a calendar month, the minimum rental for such firstor last fractional month shall be such proportion of the monthly minimum rental as thenumber of days in such fractional month bears to the total number of days in such calendarmonth.
 

 
     (c) Until further notice to Tenant, all rental payable under this Lease shall be payable toLandlord and mailed to Landlord at 1800 Moler Road, Columbus, Ohio 43207.     (d) In the event any sums required under this Lease to be paid are not received when due, thenall such amounts shall bear interest from the due date thereof until the date paid at the rate ofinterest equal to two percent (2%) over the prime rate in effect from time to time as establishedby National City Bank, Columbus, Ohio (the “Interest Rate”), and shall be due and payable by Tenantwithout notice or demand, Tenant shall pay the foregoing interest thereon in addition to alldefault remedies of Landlord pursuant to Section 34 below.     (e) In addition to minimum rent as set forth in this Section 5, Tenant shall initially pay toLandlord as additional rental, simultaneously with the payment of minimum rental called for underSection 5(a) above, (i) $1.50 per square foot, payable in equal monthly installments of $2,944.50,as the estimated monthly amount of Tenant’s Proportionate Share of Maintenance Costs (provided forin Section 16 hereof), (ii) $2.00 per square foot, payable in equal monthly installments of$3,926.00), as the estimated monthly amount of Tenant’s Proportionate Tax Share (provided for inSection 28 hereof) and (iii) $0.25 per square foot, payable in equal monthly installments of$490.75, as the estimated monthly amount of Tenant’s Proportionate Insurance Share (provided for inSection 29 hereof).     (f) For purposes hereof, a lease year shall consist of a consecutive twelve (12) calendarmonth period commencing on the commencement of the term of this Lease; provided, however, that ifthis Lease commences on a day other than the first day of a calendar month, then the first leaseyear shall consist of such fractional month plus the next succeeding twelve (12) full calendarmonths, and the last lease year shall consist of the period commencing from the end of thepreceding lease year and ending with the end of the term of the Lease, whether by expiration ofterm or otherwise. In the event percentage rental shall commence to accrue on a day other than thefirst day of a lease year, the percentage rental for such lease year shall be adjusted on a prorata basis, based upon the actual number of days in such lease year.**SECTION 6.****PERCENTAGE RENT**     (a) Subject to the provisions of subsection 6(b) below, Tenant shall pay to the Landlord, inaddition to minimum rent, upon the conditions and at the times hereinafter set forth, percentagerent equal to the amount by which two percent (2%) of Tenant’s gross sales (as hereinafter defined)in each Percentage Rent Year (as hereinafter defined) exceeds $6,500,000 ($6,500,000 shallconstitute the “Breakpoint Amount” for purposes hereof, except with respect to Percentage RentYears which are greater than or less than fifty-two [52] weeks, as provided in subsection 6(b)below); notwithstanding the foregoing, however, Tenant shall have liability for the payment ofpercentage rent in a particular Percentage Rent Year only if Landlord has liability to MasterLandlord for the payment of percentage rent under the Master Lease for the corresponding PercentageRent Year, based upon the gross sales during such Percentage Rent Year of all occupants of theBuilding. Within thirty (30) days after the end of each PercentageRent Year, Tenant shall deliver to Landlord a statement signed by an authorized representativeof Tenant setting forth Tenant’s gross sales for such Percentage Rent Year. In the event thatTenant’s gross sales for such Percentage Rent Year exceeded the applicable Breakpoint Amount,
 

 
Landlord shall, within thirty (30) days after receipt of such statement, deliver to Tenant astatement signed by an authorized representative of Landlord setting forth the gross sales of alloccupants of the Building for such Percentage Rent Year and a calculation of the percentage rent,if any, payable by Landlord to Master Landlord for such Percentage Rent Year. In the event thatpercentage rent shall be payable by Tenant for such Percentage Rent Year, it shall be paid byTenant to the Landlord within thirty (30) days after receipt of Landlord’s statement. In theevent that Landlord fails to provide any such statement to Tenant within ninety (90) days afterreceipt of Tenant’s statement of gross sales, it shall be conclusively presumed that no percentagerent is due from Tenant for such Percentage Rent Year.     (b) For purposes hereof, a Percentage Rent Year shall correspond to the Percentage Rent Yearunder the Master Lease, being a fifty-two (52) week period commencing on February 1; provided,however, that if the commencement date is a day other than February 1, then the first PercentageRent Year shall consist of the period from the commencement date through the next following January31, plus the next succeeding fifty-two week period, and the last Percentage Rent Year shall consistof the period commencing from the end of the preceding Percentage Rent Year and ending with the endof the term of the Lease, whether by expiration of term or otherwise. Percentage rent for anyPercentage Rent Year which is greater than or less than fifty-two (52) weeks shall be calculatedbased upon the amount by which two percent (2%) of Tenant’s gross sales for such Percentage RentYear exceeds a Breakpoint Amount equal to $6,500,000, multiplied by a fraction, the numerator ofwhich is the number of days in such Percentage Rent Year and denominator of which is 365.     (c) For purposes of permitting verification by the Landlord of the gross sales reported byTenant, the Landlord shall have the right, not more than one (1) time per Percentage Rent Year,upon not less than five (5) business days notice to Tenant, to audit during normal business hoursin Tenant’s corporate office, Tenant’s books and records relating to Tenant’s gross sales for aperiod of two (2) years after the end of each Percentage Rent Year. Landlord agrees that nocontingency fee auditor shall be employed by Landlord for the purpose of conducting any such audit.If such an audit reveals that Tenant has understated its gross sales by more than three percent(3%) for any Percentage Rent Year, Tenant, in addition to paying the additional percentage rentdue, shall pay the reasonable cost of the audit within thirty (30) days of Tenant’s receipt ofLandlord’s demand for the same and copies of all bills or invoices on which such cost is based.     (d) Each Percentage Rent Year shall constitute a separate accounting period, and thecomputation of percentage rental due for any one period shall be based on the gross sales for suchPercentage Rent Year.     (e) The term “gross sales” as used in this Lease is hereby defined to mean the gross dollaraggregate of all sales or rental or manufacture or production of merchandise and all services,income and other receipts whatsoever of all business conducted in, at or from any part of thedemised premises, whether for cash, credit, check, charge account, gift or merchandisecertificate purchased or for other disposition of value regardless of collection. Should anydepartments, divisions or parts of Lessee’s business be conducted by any subleases,concessionaires, licensees, assignees or others, then there shall be included in Lessee’s gross
 

 
sales, all “gross sales” of such department, division or part, whether the receipts be obtained atthe demised premises or elsewhere in the same manner as if such business had been conducted byLessee. Gross sales shall exclude the following: (i) any amount representing sales, use, excise orsimilar taxes; (ii) the amount of refunds, exchanges or returns by customers or allowances tocustomers.     (f) Tenant shall keep at its principal executive offices, where now or hereafter located, trueand accurate accounts of all receipts from the demised premises. Landlord, its agents andaccountants, shall have access to such records at any and all times during regular business hoursfor the purpose of examining or auditing the same. Tenant shall also furnish to Landlord any andall supporting data in its possession relating to gross sales and any deductions therefrom asLandlord may reasonably require. Landlord agrees to keep any information obtained therefromconfidential, except as may be required for Landlord’s tax returns, or in the event of litigationor arbitration where such matters are material.**SECTION 7.****TITLE ENCUMBRANCES**     Tenant’s rights under this Lease are subject and subordinate to those title matters set forthin Landlord’s owner’s title insurance policy issued by First American Title Insurance Company,being Policy No. NCS-224805-PHIL, dated June 30, 2006, specifically including but not limited tothe terms and conditions of (i) a certain Agreement dated February 15, 2978 among Bucks Associates,FML Associates, Lincoln Plaza Associates, and FML Middletown Associates, recorded in Deed Book2324, Page 1079 of the Bucks County, Pennsylvania Recorder’s Office, and (ii) a certain Declarationof Easements dated December 10, 1971 among McStone, John W. Messium, Bucks Associates, and TheFidelity Bank, recorded in Deed Book 2027, Page 733 of the Bucks County, Pennsylvania Recorder’sOffice (the foregoing items (i) and (ii), collectively, the “OEA”). Tenant agrees that it shallabide by the terms and conditions of the OEA.**SECTION 8.****RIGHT TO REMODEL**     (a) Tenant may, at Tenant’s expense, make repairs and alterations to the interiornon-structural portions of the demised premises and remodel the interior of the demised premises,in such manner and to such extent as may from time to time be deemed necessary by Tenant foradapting the demised premises to the requirements and uses of Tenant and for the installation ofits fixtures, appliances and equipment. Any structural or exterior alteration may only be made byTenant upon compliance with the requirements of the Master Lease and with the prior writtenapproval of Master Landlord, which approval may be granted or withheld in Landlord’s solediscretion. All plans for any structural alterations shall be submitted to Landlord forendorsement of its approval prior to commencement of work. Upon Landlord’s request, Tenant shallbe obligated, if it remodels and/or alters the demised premises, to restore the demised premisesupon vacating the same. Tenant will indemnify and save harmless the Landlord from and against allmechanics liens or claims by reason of repairs, alterations or improvements which may be made byTenant to the demised premises. Inasmuch as any such alterations, additions orother work in or to the demised premises may constitute or create a hazard, inconvenience orannoyance to the public and other tenants in the Shopping Center, Tenant shall, if so directed in
 

 
writing by Landlord, erect barricades, temporarily close the demised premises, or affected portionthereof, to the public or take whatever measures are necessary to protect the building containingthe demised premises, the public and the other tenants of the Shopping Center for the duration ofsuch alterations, additions or other work. If Landlord determines, in its sole judgment, thatTenant has failed to take any of such necessary protective measures, and Tenant fails to cure samewithin ten (10) days after notice thereof, Landlord may do so and Tenant shall reimburse Landlordfor the cost thereof within ten (10) days after Landlord bills Tenant therefor.     (b) All such work, including Tenant’s Work pursuant to Exhibit “C” shall be performedlien free by Tenant. In the event a mechanic’s lien is filed against the premises or the ShoppingCenter, Tenant shall discharge or bond off same within thirty (30) days from the filing thereof.If Tenant fails to discharge said lien, Landlord may bond off or pay same without inquiring intothe validity or merits of such lien, and all sums so advanced shall be paid on demand by Tenant asadditional rent.**SECTION 9.****UTILITIES**     (a) The Tenant agrees to be responsible and pay for all public utility services rendered orfurnished to the demised premises during the term hereof, including, but not limited to, heat,water, gas, electric, steam, telephone service and sewer services, together with all taxes, leviesor other charges on such utility services when the same become due and payable. Landlord willseparately meter or submeter utilities prior to delivery. Landlord shall provide, or cause to beprovided, all such utility services to the premises during the term of this Lease. Tenant shall beresponsible for all utility services and costs inside the premises. Landlord shall not be liablefor the quality or quantity of or interference involving such utilities unless due directly toLandlord’s negligence.     (b) During the term hereof, whether the demised premises are occupied or unoccupied, Tenantagrees to maintain heat sufficient to heat the demised premises so as to avert any damage to thedemised premises on account of cold weather.**SECTION 10.****GLASS**     The Tenant shall maintain the glass part of the demised premises, promptly replacing anybreakage and fully saving the Landlord harmless from any loss, cost or damage resulting from suchbreakage or the replacement thereof.**SECTION 11.****PERSONAL PROPERTY**     The Tenant further agrees that all personal property of every kind or description that may atany time be in or on the demised premises shall be at the Tenant’s sole risk, or at the risk ofthose claiming under the Tenant, and that the Landlord shall not be liable for any damage to saidproperty or loss suffered by the business or occupation of the Tenant caused in any mannerwhatsoever.
 

 
**SECTION 12.****RIGHT TO MORTGAGE**     (a) Landlord reserves the right to subject and subordinate this Lease at all times to the lienof any leasehold deed of trust, mortgage or mortgages now or hereafter placed upon Landlord’sinterest in the Master Lease; provided, however, that no default by Landlord, under any deed oftrust, mortgage or mortgages, shall affect Tenant’s rights under this Lease, so long as Tenantperforms the obligations imposed upon it hereunder and is not in default hereunder, and Tenantattorns to the holder of such deed of trust or mortgage, its assignee or the purchaser at anyforeclosure sale. Any such subordination shall be contingent upon Tenant receiving a commerciallyreasonable non-disturbance agreement. It is a condition, however, to the subordination and lienprovisions herein provided, that Landlord shall procure from any such mortgagee an agreement inwriting, which shall be delivered to Tenant or contained in the aforesaid subordination agreement,providing in substance that so long as Tenant shall faithfully discharge the obligations on itspart to be kept and performed under the terms of this Lease and is not in default under the termshereof, its tenancy will not be disturbed nor this Lease affected by any default under suchmortgage.     (b) Wherever notice is required to be given to Landlord pursuant to the terms of this Lease,Tenant will likewise give such notice to any mortgagee of Landlord’s interest in the Master Leaseupon notice of such mortgagee’s name and address from Landlord. Furthermore, such mortgagee shallhave the same rights to cure any default on the part of Landlord that Landlord would have had.**SECTION 13.****SUBLEASE OR ASSIGNMENT**     (a) Subject to the provisions of the Master Lease, and upon obtaining the consent of MasterLandlord if required by the provisions thereof, Tenant may assign Tenant’s interest in this Leaseor sublet all or any portion of the demised premises for any lawful retail use.     Tenant may grant licenses and/or concessions within the demised premises. Any such assigneeor subtenant shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in theordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant’sinterest hereunder agrees to be bound by the terms of this Lease.     In the event of any assignment of this Lease or subletting of the demised premises, in wholeor in part, Tenant shall remain fully and primarily liable hereunder.     (b) Landlord may assign Landlord’s interest in this Lease without the consent of Tenant (a) toany entity to which Landlord transfers its Master Lease leasehold interest in the Master Leaseprovided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) suchassignment is pursuant to a bona fide arm’s length transaction not designed to reduce Landlord’sliability or to otherwise exempt Landlord from any provision of this Lease or (b) subject toSection 12, as security for any indebtedness undertaken by Landlord.
 

 
**SECTION 14.****COMMON AREAS**     Common areas means all areas and facilities in the Shopping Center provided and so designatedby Master Landlord and made available by Master Landlord in the exercise of good business judgmentfor the common use and benefit of tenants of the Shopping Center and their customers, employees andinvitees. Common areas shall include (to the extent the same are constructed), but not be limitedto, the parking areas, sidewalks, landscaped areas, corridors, stairways, boundary walls andfences, incinerators, truckways, service roads, and service areas not reserved for the exclusiveuse of Tenant or other tenants, all as more fully defined in the Master Lease.**SECTION 15.****OPERATION OF COMMON AREAS**     (a) Subject to the provisions of the Master Lease, Master Landlord shall at all times haveexclusive control of the common areas. Landlord shall diligently exercise all of its rights underthe Master Lease to cause Master Landlord to operate and maintain all or any part of the commonareas, on such terms and conditions as is required of Master Landlord under the Master Lease andshall enforce the obligation of Master Landlord to so perform the same for the benefit of Tenantand other tenants of the Shopping Center.     (b) Subject to the rights granted in the Master Lease to conduct sidewalk sales and otherwiseuse the common areas for sales purposes, Tenant shall keep all common areas free of obstructionscreated or permitted by Tenant. Except as aforesaid, Tenant shall permit the use of the commonareas only for normal parking and ingress and egress by its customers and suppliers to and from thedemised premises. If in Landlord’s opinion unauthorized persons are using any of the common areasby reason of Tenant’s occupancy of the demised premises, Landlord shall have the right at any timeto remove any such unauthorized persons from said areas or to restrain unauthorized persons fromsaid areas. Landlord, Tenant, and others constructing improvements or making repairs oralterations in the Shopping Center shall have the right to make reasonable use of portions of thecommon areas.**SECTION 16.****COMMON AREA MAINTENANCE, TENANT’S SHARE**     (a) Tenant shall initially pay as additional rental, simultaneously with the payment ofminimum rental called for under Section 5(a), the estimated monthly amount of Tenant’sProportionate Share of the “Maintenance Costs” (as defined in Section 16(c) below) for theoperation and maintenance of the common areas as set forth in Section 5(e), $1.50 per square foot,payable in equal monthly installments of Two Thousand Nine Hundred Forty-four and 50/100 Dollars($2,944.50), as the estimated monthly amount of Tenant’s Proportionate Share of the “MaintenanceCosts” (as defined in Section 16(c) below) for the operation and maintenance of the common areasduring the initial Maintenance Cost Year. For purposes hereof, a Maintenance Cost Year shallcorrespond to the “Lease Year” or other accounting period for which Master Landlord accounts forand invoices Landlord for “Common Area Charges” under the Master Lease. Unless otherwise directedto the contrary by Landlord in writing, Tenant shall make such payments directly to Landlord.
 

 
     (b) The Maintenance Costs for the common areas shall be computed in accordance with theprovisions of the Master Lease and shall include all costs of operating, maintaining, repairing andreplacing the common areas, to the extent provided in the Master Lease (the foregoing arecollectively referred to herein as “Maintenance Costs”).     (c) Landlord shall to the extent permitted by the Master Lease require that Master Landlordmaintain accurate and detailed records of all Maintenance Costs for the common areas in accordancewith generally accepted accounting principles and as provided in the Master Lease. For purposes ofthis section, “Tenant’s Proportionate Share of Maintenance Costs” shall be the product of theMaintenance Costs properly billed to Landlord by Master Landlord under the Master Lease asLandlord’s proportionate share of Maintenance Costs, multiplied by a fraction, the numerator ofwhich shall be the gross leasable area (expressed in square feet) of the demised premises and thedenominator of which shall be the gross leasable area (expressed in square feet) of all leasablespace in the Building. Tenant’s Proportionate Share is presently twenty-two and one-half percent(22.5%) which amount is subject to change from time to time during the term of this Lease.     (d) The actual amount of Tenant’s Proportionate Share of Maintenance Costs shall be computedby the Landlord within ninety (90) days after the receipt of an invoice therefor from MasterLandlord. At that time Landlord shall furnish to Tenant a statement showing in reasonable detailthe actual Maintenance Costs incurred during such Maintenance Cost Year, a copy of the invoicetherefor from Master Landlord and Tenant’s Proportionate Share thereof (prorated to the extent thatthe term of this Lease was not in effect for the entire Maintenance Cost Year, with appropriateadjustments to reflect any change in the floor area of the premises or the gross leasable area of abuilding occurring during such accounting year). Any excess payments from Tenant shall be appliedto the next installments of the Maintenance Costs hereunder, or refunded by Landlord. Anyunderpayments by Tenant shall be paid to Landlord within thirty (30) days after receipt of suchreconciliation statement. Tenant’s estimated monthly Maintenance Cost hereunder may be adjusted bywritten notice from Landlord.     (e) If Tenant, for any reason in the exercise of good business judgment, questions or disputesany statement of Maintenance Costs prepared by Master Landlord/Landlord, then Tenant, at its ownexpense and to the extent permitted by the Master Lease and subject to the terms of the MasterLease, may employ such accountants as Tenant may select to review Master Landlord/Landlord’s booksand records solely with respect to Maintenance Costs during the prior two Maintenance Cost Yearsand to determine the amount of Maintenance Costs for the period or periods covered by suchstatements. In such event, Landlord shall exercise such rights as it has under the Master Lease soas to permit the review by Tenant of Master Landlord’s books and records. If the report of theaccountants employed by Tenant shall show any overcharge paid by Tenant, then Tenant shall receivea credit from Landlord for such difference; Landlord shall have such rights against Master Landlordas are provided in the Master Lease. Any underpayment shall be paid by Tenant. Tenant agrees thatno contingency fee auditors shall be employed by Tenant for the purpose of conducting any suchaudit. In the event that Landlord questions or disputes the correctness of such report, theaccountants employed by Tenant and the accountants employed by Landlord shall endeavor to reconcilethe question(s) or dispute(s) within thirty (30) days after the notice from Tenant questioning ordisputing the report of
 

 
Landlord’s accountants. In the eventthat it is finally determined by the parties that Master Landlord has overstated MaintenanceCosts for any Maintenance Cost Year by an amount requiring the Master Landlord to reimburseLandlord for the costs of the audit, Landlord shall exercise such right for the benefit of Tenant,and pay to Tenant any amount it receives from Master Landlord as reimbursement. Furthermore, ifMaintenance Costs cannot be verified due to the insufficiency or inadequacy of MasterLandlord/Landlord’s records, then Landlord shall pay the cost of the audit. Landlord shall havesuch rights against Master Landlord with respect to the foregoing as are provided in the MasterLease.**SECTION 17.****EMINENT DOMAIN**     (a) In the event the entire premises or any part thereof shall be taken or condemned eitherpermanently or temporarily for any public or quasi-public use or purpose by any competent authorityin appropriation proceedings or by any right of eminent domain, the entire compensation or awardtherefore, including leasehold, reversion and fee, shall belong to the Landlord and Tenant herebyassigns to Landlord all of Tenant’s right, title and interest in and to such award.     (b) In the event that only a portion of the demised premises, not exceeding twenty percent(20%) of same, shall be so taken or condemned, and the portion of the demised premises not takencan be repaired within ninety (90) days from the date of which possession is taken for the publicuse so as to be commercially fit for the operation of Tenant’s business, the Landlord at its ownexpense shall so repair the portion of the demised premises not taken and there shall be anequitable abatement of rent for the remainder of the term and/or extended terms. The entire awardpaid on account thereof shall be paid to the Landlord. If the portion of the demised premises nottaken cannot be repaired within ninety (90) days from the date of which possession is taken so asto be commercially fit for the operation of Tenant’s business, then this Lease shall terminate andbecome null and void from the time possession of the portion taken is required for public use, andfrom that date on the parties hereto shall be released from all further obligations hereunderexcept as herein stated and Tenant shall have no claim for any compensation on account of itsleasehold interest. Any such appropriation or condemnation proceedings shall not operate as or bedeemed an eviction of Tenant or a breach of Landlord’s covenant of quiet enjoyment and Tenant shallhave no claim for any compensation on account of its leasehold interest.     (c) In the event that more than 20% of the demised premises shall at any time be taken bypublic or quasi-public use or condemned under eminent domain, then at the option of the Landlord orTenant upon the giving of thirty (30) days written notice (after such taking or condemnation), thisLease shall terminate and expire as of the date of such taking and any prepaid rental shall beprorated as of the effective date of such termination.     (d) The rights of Landlord and Tenant set forth in this Section 17 are subject to the rightsof the Master Landlord to terminate the Master Lease, as therein provided, in which event thisLease shall terminate simultaneously therewith.
 

 
**SECTION 18.****TENANT’S TAXES**     Tenant further covenants and agrees to pay promptly when due all taxes assessed againstTenant’s fixtures, furnishings, equipment and stock-in trade placed in or on the demised premisesduring the term of this Lease.**SECTION 19.****RISK OF GOODS**     All personal property, goods, machinery, and merchandise in said demised premises shall be atTenant’s risk if damaged by water, fire, explosion, wind or accident of any kind, and Landlordshall have no responsibility therefore or liability for any of the foregoing and Tenant herebyreleases Landlord from such liability.**SECTION 20.****USE AND OCCUPANCY**     (a) Tenant agrees to initially open and operate a DSW for the retail sales of shoes and otherfootwear in the demised premises, fully staffed and stocked and equivalent to other DSW storesoperated by Tenant in the Commonwealth of Pennsylvania (the “Permitted Use”). Tenant maythereafter change its use to any other lawful retail use, subject to (i) any restriction on useimposed by the Master Lease, and (ii) those exclusives and prohibited uses set forth on Exhibit“D”, attached hereto and made a part hereof, which are the exclusives and prohibited uses ineffect for the Building as of the date hereof, for so long as and to the extent said exclusives andprohibited uses are still in full force and effect.     Landlord represents and warrants to Tenant that there is no restriction in the OEA, MasterLease, zoning laws or other applicable instrument or laws or regulations, on the use of the demisedpremises by Tenant for the Permitted Use.     (b) For so long as Tenant is continuously and regularly operating its business in the demisedpremises, Landlord will not lease any space within the Building or permit any space within theBuilding to be used by any person, persons, partnership or entity who devotes five percent (5%) ormore of its selling area to the sale of footwear (the “Exclusive Use”). The foregoing limitationshall not apply to typical shoe departments found in department stores, junior department stores,general merchandise and discount stores, and clothing retailers, such as Target, Marshalls andsimilar type stores. Tenant acknowledges that this Section 20(b) applies only to the Building andthat Master Landlord is not restricted by the terms hereof.     (c) Tenant shall at all times conduct its operations on the demised premises in a lawfulmanner and shall, at Tenant’s expense, comply with all laws, rules, orders, ordinances, directions,regulations, and requirements of all governmental authorities, now in force or which may hereafterbe in force, which shall impose any duty upon Landlord or Tenant with respect to the business ofTenant and the use, occupancy or alteration of the demised premises. Tenant shall comply with allrequirements of the Americans with Disabilities Act, and shall be solely responsible for allalterations within the demised premises in connection therewith. Tenant covenants and agrees thatthe demised premises shall not be abandoned or left vacant and thatonly minor portions of the demised premises shall be used for office or storage space inconnection with Tenant’s business conducted in the demised premises.
 

 
     Without being in default of this Lease, Tenant shall have the right to cease operating (godark) at any time and for whatever reason after the first day of operations. Notwithstanding theforegoing, Tenant’s right to vacate (go dark), shall not release or excuse the Tenant from anyobligations or liabilities, including the payment of minimum rent and additional rent and othercharges, under this Lease without the express written consent of Landlord. In the event Tenantfails to (i) open and operate within ninety (90) days after delivery of the demised premises or(ii) operate for one hundred twenty (120) or more consecutive days, Landlord shall have the right,effective upon thirty (30) days prior written notice to Tenant, to terminate the Lease asLandlord’s sole remedy, provided that if Tenant recommences operating fully stocked insubstantially all of the premises within such thirty (30) days, Landlord’s termination shall benull and void. In the event Tenant fails to open and operate as provided above or shall ceaseoperating as provided above, Landlord’s sole remedy on account thereof shall be limited to theright to elect to recapture the premises and terminate the Lease, whereupon there shall be nofurther liability of the parties hereunder. Such termination shall be effective upon writtennotice to Tenant any time prior to Tenant reopening for business in the demised premises.Provided, however, in the event Landlord has not so elected to recapture, Tenant shall have rightto notify Landlord of Tenant’s intention to reopen for business in the demised premises withinsixty (60) days, followed by Tenant’s actually reopening for business fully stocked insubstantially all of the demised premises within such sixty (60) day period, which notice andactual reopening shall toll Landlord’s right to recapture.     (d) Landlord and Tenant each agree that during the term of this Lease, it shall not use orpermit to be used any space in the Building for any use prohibited by the Master Lease or for theoperation of a bingo parlor, bar, tavern, restaurant, cocktail lounge, adult book or adult videostore (defined for the purposes hereof as a store devoting ten percent (10%) or more of its floorspace to offering books and/or video materials for sale or for rent which are directed to orrestricted to adult customers due to sexually explicit subject matter or for any other reasonmaking it inappropriate for general use), adult theater or “strip-tease” establishment, automotivemaintenance or automotive repair facility, warehouse, car wash, pawn shop, check cashing service,establishment selling second hand goods, flea market, entertainment or recreational facility (asdefined below), training or educational facility (as defined below); the renting, leasing, sellingor displaying of any boat, motor vehicle or trailer; industrial or manufacturing purposes; acarnival, circus or amusement park; a gas station, facility for the sale of paraphernalia for usewith illicit drugs, funeral home, blood bank or mortuary, gambling establishment, banquet hall,auditorium or other place of public assembly, second-hand or surplus store, gun range; the sale offireworks; a veterinary hospital or animal raising facility; the storage of goods not intended tobe sold from the Center; a video rental store, karate center, central laundry or dry cleaningplant, supermarket or any facility which is illegal or dangerous, constitutes a nuisance, emitsoffensive odors, fumes, dust or vapors or loud noise or sounds or is inconsistent with communityoriented shopping centers. For the purposes of this Section 20(d), the phrase “entertainment orrecreational facility” shall include, without limitation, a movie or live theater or cinema,bowling alley, skating rink, gym, health spa or studio, dance hall or night club, billiard or poolhall, massage parlor, health club, game parlor or video arcade (which shall be defined asany store containing more than five (5) electronic games) or any other facility operatedsolely for entertainment purposes (such as a “laser tag” or “virtual reality” theme operation).For the purposes of this Section 20(d), the phrase “training or educational facility”
 

 
shallinclude, without limitation, a beauty school, nail salon, barber college, reading room, place ofinstruction or any other operation catering primarily to students or trainees as opposed tocustomers.**SECTION 21.****NUISANCES**     Tenant shall not perform any acts or carry on any practice which may injure the demisedpremises or be a nuisance or menace to other tenants in the Shopping Center.**SECTION 22.****WASTE AND REFUSE REMOVAL**     Tenant covenants that it will use, maintain and occupy said demised premises in a careful,safe, lawful and proper manner and will not commit waste therein. Landlord or its agent shall haveaccess at all reasonable times to the demised premises for purposes of inspecting and examining thecondition and maintenance of the demised premises. Tenant agrees to remove all refuse from thedemised premises in a timely, clean and sanitary manner. Tenant shall provide a refuse collectioncontainer at the rear of the demised premises to accommodate Tenant’s refuse and Tenant shallroutinely clean up around trash containers. Tenant shall contract with a licensed and insuredrefuse collection contractor to timely remove refuse therefrom and the location of the containershall be approved by Landlord.**SECTION 23.****DESTRUCTION OF PREMISES**     (a) Landlord shall at all times during the term of this Lease carry property insurance on theBuilding, including the “Structural Portions” (defined in Section 24(a) below) and common utilitylines up to the point they serve individual tenant’s premises. Landlord shall be under noobligation to maintain insurance on any improvements installed by or for the benefit of Tenant’suse of the premises or otherwise owned by Tenant. Landlord may elect to self-insure itsobligations hereunder and/or use whatever deductibles as Landlord deems appropriate, in its solediscretion.     (b) If the demised premises shall be damaged, destroyed, or rendered untenantable, in whole orin part, by or as the result or consequence of fire or other casualty during the term hereof,Landlord shall repair and restore the same to a good tenantable condition with reasonable dispatch.During such period of repair, the rent herein provided for in this Lease shall abate (i) entirelyin case all of the demised premises are untenantable; and (ii) proportionately if only a portion ofthe demised premises is untenantable and Tenant is able to economically conduct its business fromthe undamaged portion of the demised premises. The abatement shall be based upon a fraction, thenumerator of which shall be the square footage of the damaged and unusable area of the demisedpremises and the denominator shall be the total square footage of the demised premises. Saidabatement shall cease at such time as the demised premises shall be restored to a tenantablecondition.     (c) In the event the demised premises, because of such damage or destruction, cannot berepaired and restored to a tenantable condition with reasonable dispatch within one hundred fifty(150) days from the date of receipt of insurance proceeds for such damage or destruction, asreasonably determined by an independent contractor selected by Landlord, Tenant or Landlord
 

 
     may, attheir option, terminate this Lease within sixty (60) days following receipt of such contractor’sdetermination; further, in the event that this Lease is not terminated as above provided, but thepremises are not restored within one hundred fifty (150) days from the date of receipt of insuranceproceeds, Tenant may terminate this Lease by notice given to Landlord after the expiration of suchone hundred fifty (150) day period but prior to the repair and restoration of same and thereuponLandlord and Tenant shall be released from all future liability and obligations under this Lease.     (d) If one-third (1/3) or more of the ground floor area of the demised premises are damaged ordestroyed during the last two (2) years of the original or any extended term of this Lease,Landlord shall have the right to terminate this Lease by written notice to Tenant within sixty (60)days following such damage or destruction, unless Tenant shall, within thirty (30) days followingreceipt of such notice, offer to extend the term of this Lease for an additional period of five (5)years from the date such damage or destruction is repaired and restored. If Tenant makes saidoffer to extend, Landlord and Tenant shall determine the terms and conditions of said extensionwithin thirty (30) days thereafter or Tenant’s offer shall not be deemed to prevent Landlord fromcanceling this Lease. If such terms and conditions have been mutually agreed to by the parties,then Landlord shall accept Tenant’s offer and shall repair and restore the demised premises withreasonable dispatch thereafter.     (e) If Landlord is required or elects to repair and restore the demised premises as hereinprovided, Tenant shall repair or replace its stock in trade, trade fixtures, furniture, furnishingsand equipment and other improvements including floor coverings, and if Tenant has closed, Tenantshall promptly reopen for business. Anything contained in this Section 23 to the contrarynotwithstanding, Landlord’s restoration and repair obligations under Section 23 shall in no eventinclude restoration or repair of Tenant’s Work or improvements.     (f) The rights of Landlord and Tenant under this Section 23 are subject to the rights ofMaster Landlord to terminate the Master Lease pursuant to the provisions thereof, in which eventthis Lease shall terminate simultaneously therewith.**SECTION 24.****LANDLORD REPAIRS**     (a) Landlord shall keep, or cause Master Landlord to keep, in good order, condition, andrepair the following: (i) structural portions of the demised premises and/or the Building; (ii)downspouts; (iii) gutters; (iv) the roof of the Building of which the demised premises forms apart; and (v) the plumbing and sewage system serving the demised premises but located outside ofthe demised premises, except (as to all items) for damage caused by any negligent act or omissionof Tenant or its customers, employees, agents, invitees, licensees or contractors, which shall berepaired or replaced as necessary, at the sole cost and expense of Tenant. “Structural Portions”shall mean only the following: (vi) foundations; (vii) exterior walls except for interiorfaces); (viii) concrete slabs; (ix) the beams and columns bearing the main load of the roof;and (x) the floors (but not floor coverings).     (b) Notwithstanding the provisions of Section 24(a) above, Landlord shall not be obligated torepair the following: (i) the exterior or interior of any doors, windows, plate glass, or
 

 
showcasessurrounding the demised premises or the store front; or (ii) damage to Tenant’s improvements orpersonal property caused by any casualty, burglary, break-in, vandalism, acts of terrorism, war oract of God. Landlord shall, in any event, have ten (10) days after notice from Tenant stating theneed for repairs to complete same, or commence and proceed with due diligence to complete same.Prior to delivery of possession of the demised premises, Landlord shall, at its expense, cause theHVAC unit(s), equipment and systems (including all components thereof) in the demised premises tobe in good working order and condition. In the event the HVAC systems are not new and have notbeen replaced by Landlord immediately prior to the Commencement Date, then Landlord shall warrantand perform all maintenance and repair of the HVAC systems for the first year next following theRent Commencement Date. Thereafter Tenant shall be responsible for maintenance and repair of theHVAC system(s). If such systems are not new as of the Commencement Date and require replacementduring the term hereof, including replacement of any major component, then Landlord shall beresponsible for the cost to replace the same, as and when necessary, so long as Tenant hasfulfilled its obligations under Section 25(a)(ii) below, and provided such replacements did notarise from (x) repairs, installations, alterations, or improvements made by or for Tenant or anyoneclaiming under Tenant, or (y) the fault or misuse of Tenant or anyone claiming under Tenant.Except as specifically set forth in this Lease, Tenant expressly hereby waives the provisions ofany law permitting repairs by a tenant at Landlord’s expense.     (b) The provisions of this Section 24 shall not apply in the case of damage or destruction byfire or other casualty or a taking under the power of eminent domain in which events theobligations of Landlord shall be controlled by Section 23 and Section 17 respectively.     (c) Landlord shall assign to Tenant all warranties covering all matters required by the termshereof to be repaired and maintained by Tenant.**SECTION 25.****TENANT’S REPAIRS**     (a) Tenant shall keep and maintain, at Tenant’s expense, all and every other part of thedemised premises in good order, condition and repair, including, by way of example but notlimitation: (i) all leasehold improvements; (ii) except as otherwise provided in Section 24(b)above, all HVAC unit(s), equipment and systems (including all components thereof) serving thedemised premises; (iii) interior plumbing and sewage facilities; (iv) all interior lighting; (v)electric signs; (vi) all interior walls; (vii) floor coverings; (viii) ceilings; (ix) appliancesand equipment; (x) all doors, exterior entrances, windows and window moldings; (xi) plate glass;(xii) signs and showcases surrounding and within the demised premises; (xiii) the store front;(xiv) sprinkler systems including supervisory alarm service in accordance with National FireProtection Association standards and current local and state fire protection standards to ensureproperty operation, and as required by Section 25(b) below.     (b) Sprinkler systems, if any, located in Tenant’s area shall be maintained in accordance withNational Fire Protection Association standards to ensure proper operation. Sprinkler controlvalves (interior and exterior) located in Tenant’s area shall be monitored by supervisory alarmservice. In the event local or state codes do not require alarm systems, Tenant shall providealarm service on all sprinkler systems to detect water flow and tampering with
 

 
exterior andinterior main control valves of the sprinkler system servicing Tenant’s premises. Moreover, itshall be Tenant’s responsibility to contact the Landlord’s property manager, Chuck Seal, at (614)449-6853, in the event the sprinkler system in the demised premises is ever shut off for anyreason, and advise same of any damage occasioned or caused by the actions of Tenant, its agents,invitees, or employees, and/or as a result of Tenant’s repair obligations hereunder. In the eventfifty percent (50%) or more of the total number of sprinkler heads require replacement at any onetime as part of ordinary maintenance, but excluding repairs or replacements that arise from (x)repairs, installations alterations, or improvements made by or for Tenant or anyone claiming underTenant, or (y) the fault or misuse of Tenant or anyone claiming under Tenant, such cost shall befifty percent (50%) borne by Landlord and fifty percent (50%) borne by Tenant. Tenant, at Tenant’ssole cost and expense, shall replace all sprinkler heads due to repairs, installations,alterations, or improvements made by or for Tenant or anyone claiming under Tenant, the fault ormisuse of Tenant or anyone claiming under Tenant, painting or environmental exposure from Tenant’soperations. All other costs of maintaining the sprinkler system in the demised premises shall bepaid by Tenant.     (c) If Landlord deems any repair which Tenant is required to make hereunder to be necessary,Landlord may demand that Tenant make such repair immediately. If Tenant refuses or neglects tomake such repair and to complete the same with reasonable dispatch, Landlord may make such repairand Tenant shall, on demand, immediately pay to Landlord the cost of said repair, together withannual interest at the Interest Rate, unless it is thereafter determined that such repair was notnecessary. Landlord shall not be liable to Tenant for any loss or damage that may accrue toTenant’s stock or business by reason of such work or its results.     (d) Neither Tenant nor any of its contractors are permitted access to or permitted to performalterations of any kind to the roof of the building.     (e) Tenant shall pay promptly when due the entire cost of work in the demised premisesundertaken by Tenant under this Lease (including, but not limited to, Tenant’s Work and/oralterations permitted under Section 8 of this Lease) so that the demised premises and the ShoppingCenter shall at all times be free of liens for labor and materials arising from such work; toprocure all necessary permits before undertaking any such work; to do all of such work in a goodand workmanlike manner, employing materials of good quality; to perform such work only withcontractors previously reasonably approved of in writing by Landlord; to comply with allgovernmental requirements; and save Landlord and its agents, officers, employees, contractors andinvitees harmless and indemnified from all liability, injury, loss, cost, damage and/or expense(including reasonable attorneys’ fees and expenses) in respect of any injury to, or death of, anyperson, and/or damage to, or loss or destruction of, any property occasioned by or growing out ofany such work.**SECTION 26.****COVENANT OF TITLE AND PEACEFUL POSSESSION**     So long as Tenant is not in default hereunder beyond applicable notice and cure periods, butsubject to the terms and conditions of this Lease, Tenant shall have quiet and peaceful possessionof the premises from and against anyone acting by, through or under Landlord, and, except for suchobligations which are to be performed by Tenant under this Lease, Landlord
 

 
shall perform all of itsobligations under the Master Lease. Landlord expressly warrants and represents to Tenant that: (i)the Master Lease is a valid and binding lease agreement which is in full force and effect and isenforceable against Landlord and Master Landlord in accordance with its terms; (ii) Landlord has agood and valid leasehold interest in the premises pursuant to the Master Lease; (iii) no event hasoccurred, which with the giving of notice or the passage of time would constitute a default byeither Master Landlord or Landlord under the Master Lease; (iv) a true, correct and complete copyof the Master Lease has been provided to Tenant; and (v) Landlord has the right to enter into thisLease.**SECTION 27.****TENANT’S AND LANDLORD’S INSURANCE; INDEMNITY**     (a) Tenant’s Property Insurance. Tenant agrees to procure and maintain during the demisedterm a property insurance policy written on the causes of loss-special form (also referred to asthe special extended coverage form), or the most broad property insurance form then available,insuring against loss of, or damage to, Tenant’s property, in, on or about the demised premises.Such property insurance shall include coverage (whether by additional policies, endorsements orotherwise): (i) against earthquake and flood; (ii) for plate glass; (iii) in an amount equal to thefull insurable replacement cost, without deduction for depreciation; (iv) with an agreed valuationprovision in lieu of, or in an amount sufficient to satisfy, any co-insurance clause; (v) againstinflation (also known as inflation guard); (vi) for any costs due to ordinances or laws; and (vii)as Landlord may from time to time reasonably require Tenant to procure and maintain. Landlordshall not be liable for any damage to Tenant’s property in, on or about the demised premises causedby fire or other insurable hazards regardless of the nature or cause of such fire or othercasualty, and regardless of whether any negligence of Landlord or Landlord’s employees or agentscontributed thereto. Tenant expressly releases Landlord of and from all liability for any suchdamage and Tenant agrees that its property insurance policies required hereunder shall include awaiver of subrogation recognizing this release from liability.     (b) Boiler and Machinery Insurance. Tenant agrees to maintain a comprehensive boiler andmachinery policy on a full repair and replacement cost basis, and further in accordance with therequirements of Section 27(a)(iii)-(vi) above, with an admitted, reputable insurance carriercovering property damage as a result of a loss from boiler(s), pressure vessel(s), HVAC equipment,or other electrical or mechanical apparatus within or servicing the demised premises, furniture,fixtures, equipment and inventory together with property of others in the care, custody and controlof Tenant. The deductible for property damage under such policy shall not exceed Five ThousandDollars ($5,000.00) per occurrence.     (c) Additional Tenant Insurance. Tenant’s insurance required under Section (27(a) and (b)above shall also include business income coverage against any interruption (including utilityinterruption) in Tenant’s business (whether direct, indirect, contingent or interdependent),including, but not limited to, coverage for Tenant’s leasehold interests and obligations tocontinue paying all rental amounts hereunder, lost revenues and income, and extra expense. Suchcoverage should be for a period of at least twelve (12) months, with an extended period ofindemnity of at least thirty (30) days. The deductible for such coverage may not exceedtwenty-four (24) hours.
 

 
     (d) Tenant’s Commercial General Liability Insurance. Tenant agrees to procure and maintainduring the demised term commercial general liability insurance by a responsible insurance companyor companies, with policy limits of not less than the greater of any requirement imposed onLandlord under the Master Lease or $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate,and $500,000.00 limits for fire and legal liability, insuring against liability for losses, claims,demands or actions for bodily injury (including death) and property damage arising from Tenant’sconduct and operation of its business in and Tenant’s use, maintenance and occupancy of, thedemised premises and any areas adjacent thereto, or the acts or omissions of Tenant’s employees andagents. Such commercial general liability policy may be written on a blanket basis to include thedemised premises in conjunction with other premises owned or operated by Tenant but shall bewritten such that the required policy limits herein specifically apply on a per location basis tothe demised premises. Tenant’s commercial general liability insurance policy shall furtherprovide: (i) coverage for defense costs (in excess of policy limits); (ii) contractual liabilitycoverage; (iii) cross-liability coverage; and, (iv) that Landlord, its shareholders, officers,directors, employees, and agents, Master Landlord, and Master Landlord’s mortgagee, if any, arenamed as additional insureds such that (Y) Tenant’s policy shall be the primary source of insurancefor such additional insured and (Z) any liability policy carried by such additional insureds shallbe in excess of, and will not contribute with or to, Tenant’s commercial general liabilityinsurance required to be maintained hereunder. At the time this Lease is executed and thirty (30)days prior to the expiration of such insurance policy, Tenant shall furnish to Landlord, MasterLandlord, and Master Landlord’s mortgagee, if any, certificates of insurance evidencing thecontinuous existence during the term of this Lease of Tenant’s commercial general liabilityinsurance coverage, which certificates shall include attachment of additional insured endorsement,name any and all non-standard exclusions or limitations, and provide not less than thirty (30) daysnotice of cancellation or termination to Landlord (and any other additional insured, ifapplicable). All insurance companies must be licensed to do business in the state where thepremises are located. Tenant shall further procure and maintain other liability insurance(including, but not limited to, liquor and pollution insurance) as Landlord may from time to timereasonably require.     (e) Worker’s Compensation. Tenant agrees to provide and keep in force at all times worker’scompensation insurance complying with the law of the state in which the premises are located.Tenant agrees to defend, indemnify and hold harmless Landlord from all actions or claims ofTenant’s employees or employee’s family members. Tenant agrees to provide a certificate asevidence of proof of worker’s compensation coverage.     If Tenant hires contractors to do any improvements on the demised premises, each contractormust provide proof of worker’s compensation coverage on its employees and agents to Landlord.     (f) Contingent Liability and Builder’s Risk Insurance. With respect to any alterations orimprovements by Tenant, Tenant shall maintain contingent liability and builder’s risk coveragenaming Landlord as an additional insured, in compliance with the additional insured requirementsset forth in Section 27(d).
 

 
     (g) Landlord’s Property Insurance. Commencing as of the Commencement Date, and thereafterthroughout the term of this Lease, Landlord shall, at Landlord’s sole cost and expense, provide andmaintain or cause to be provided and maintained a property insurance policy insuring the Building(including any permanent improvements to the demised premises paid for by the Tenant Reimbursementbut excluding those items insured by Tenant as required under this Section 27) for all the hazardsand perils normally covered by the Causes of Loss-Special Form. Said property insurance policyshall include endorsements for coverage against: (i) earthquake and flood (including, but notlimited to, mud slide, flood hazard or fault area(s), as designated on any map prepared or issuedfor such purpose by any governmental authority); and (ii) increased costs of construction anddemolition due to law and ordinance. The foregoing property coverage shall be provided in amountssufficient to provide one hundred percent (100%) of the full replacement cost of all buildings (andbuilding additions) and other improvements in the Center and in the demised premises and Tenant’sstore building (including any permanent improvements to the demised premises paid for by TenantReimbursement but excluding those items insured by Tenant as required under this Section 27). Iffor any reason the Causes of Loss-Special Form is not customarily used in the insurance industry,then the property insurance policy then in effect shall at least provide coverage for the followingperils: fire, lightning, windstorm and hail, explosion, smoke, aircraft and vehicles, riot andcivil commotion, vandalism and malicious mischief, sprinkler leakage, sinkhole and collapse,volcanic action, earthquake or earth movement, and flood, and increased costs of construction anddemolition due to law, ordinance and inflation. Neither Tenant nor any of its affiliates orsubtenants shall be liable to Landlord for any loss or damage (including loss of income),regardless of cause, resulting from fire, flood, act of God or other casualty.     (h) Landlord’s Commercial General Liability Insurance. Commencing as of the CommencementDate, and thereafter throughout the term of this Lease, Landlord shall, at Landlord’s sole cost andexpense, provide and maintain or cause to be provided and maintained a commercial general liabilitypolicy, naming Landlord as an insured (and naming Tenant as an additional insured, said additionalinsured’s coverage under Landlord’s commercial general liability policy to be primary), protectingLandlord, the business operated by Landlord, and any additional insureds (including Tenant) againstclaims for bodily injury (including death) and property damage occurring upon, in or about theCenter (other than the demised premises and those areas insured by other tenants at the Center),including Common Areas. Such insurance shall afford protection to the limits of not less than thegreater of any requirement imposed upon Landlord by the Master Lease or One Million Dollars($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate, and FiveHundred Thousand Dollars ($500,000.00) with respect to property damage for fire legal liability.All liability policies shall be written on an occurrence form unless such form is no longercustomarily used in the insurance industry. Landlord may use commercially reasonable deductiblesLandlord customarily carries in the conduct of its business; however, the amount of suchdeductibles which may be charged toTenant pursuant to Section 12.09 below may not exceed $0.20 per square foot of gross leasablearea of the demised premises in any lease year.     (i) Landlord’s Umbrella. Commencing as of the Commencement Date, and thereafter throughoutthe term of this Lease, Landlord shall, at Landlord’s sole cost and expense, provide and maintainor cause to be provided and maintained an umbrella liability insurance
 

 
policy with a Ten MillionDollar ($10,000,000.00) minimum annual aggregate, which umbrella policy (or policies) shall listLandlord’s commercial general liability policy required under this Section 27 and any otherliability policy or policies carried by, or for the benefit of, Landlord as underlying policies.Said umbrella liability policy shall also name Tenant as an additional insured (said additionalinsured’s coverage under Landlord’s umbrella liability policy to be primary). All liabilitypolicies shall be written on an occurrence form unless such form is no longer customarily used inthe insurance industry.     (j) Tenant Indemnity. Tenant shall indemnify Landlord, Landlord’s agents, employees,officers or directors, against all damages, claims and liabilities arising from any allegedproducts liability or from any accident or injury whatsoever caused to any person, firm orcorporation during the demised term in the demised premises, unless such claim arises from a breachor default in the performance by Landlord of any covenant or agreement on its part to be performedunder this Lease or, to the extent not required to be insured hereunder, the negligence ofLandlord. The indemnification herein provided shall include all reasonable costs, counsel fees,expenses and liabilities incurred in connection with any such claim or any action or proceedingbrought thereon.     (k) Landlord Indemnity. Landlord shall indemnify Tenant, Tenant’s officers, directors,employees and agents against all damages, claims and liabilities arising from any accident orinjury whatsoever caused to any person, firm or corporation during the demised term in the commonareas of the Shopping Center, unless such claim arises from a breach or default in the performanceby Tenant of any covenant or agreement on Tenant’s part to perform under this Lease or, to theextent not required to be insured hereunder, the negligence of Tenant. The indemnification hereinprovided shall include all reasonable costs, counsel fees, expenses and liabilities incurred inconnection with any such claim or any action or proceeding brought thereon.**SECTION 28.****REAL ESTATE TAXES**     (a) Tenant shall pay Tenant’s Proportionate Tax Share of any “real estate taxes” (defined inSection 28(b) below) for which Landlord has a payment or reimbursement obligation pursuant to theMaster Lease. Tenant’s Proportionate Tax Share shall be equal to the real estate taxes payable byLandlord to Master Landlord for the applicable Tax Year, as established by the Master Lease,multiplied by a fraction, the numerator of which shall be the leasable square feet in the demisedpremises and the denominator of which shall be the leasable square feet in the Building (proratedto the extent that the term of this Lease was not in effect for the entire Tax Year, withappropriate adjustments to reflect any change in the floor area of the premises or the grossleasable area of a building occurring during such accounting year). Tenant shall initially pay toLandlord as additional rental, simultaneously with the payment of minimum rental calledfor under Section 5(a), the estimated monthly amount of Tenant’s Proportionate Tax Share ofreal estate taxes as set forth in Section 5(e) of Two Dollars ($2.00) per square foot, payable inequal monthly installments of Three Thousand Nine Hundred Twenty-Six Dollars ($3,926.00) as theestimated amount of Tenant’s Proportionate Tax Share. Within one hundred twenty (120) days afterthe end of each Tax Year, Landlord shall provide Tenant with an annual reconciliation of realestate taxes and a statement of the actual amount of Tenant’s Proportionate Share thereof.
 

 
Anyexcess payments from Tenant shall be applied to the next installments of real estate taxeshereunder, or refunded by Landlord. Any underpayments by Tenant shall be paid to Landlord withinthirty (30) days after receipt of such reconciliation statement. Tenant’s estimated monthlyinstallment of real estate taxes payable hereunder may be adjusted by written notice from Landlord.     (b) For the purpose of this Lease, the term “real estate taxes” shall include “Real EstateTaxes” as defined in the Master Lease. The real estate taxes for any Tax Year shall be the realestate taxes for which Landlord has a payment or reimbursement obligation pursuant to the MasterLease during such Tax Year.     (c) Upon request, Landlord shall submit to Tenant true copies of the real estate tax billssubmitted to Landlord by Master Landlord for each Tax Year or portion of a Tax Year included withinthe term of this Lease and shall bill Tenant for the amount to be paid by Tenant hereunder. Saidbill shall be accompanied by a computation of the amount payable by Tenant and such amount shall bepaid by Tenant within thirty (30) days after receipt of said bill.**SECTION 29.****TENANT’S INSURANCE CONTRIBUTION**     Tenant shall pay as additional rent, Tenant’s Proportionate Insurance Share of (i) thepremiums for the insurance maintained by Landlord on the Building pursuant to Section 27(g) hereof,(ii) the insurance premiums for the liability insurance maintained by Landlord on the Centerpursuant to Section 27(h) for each lease year during the term of this Lease, and (iii) anyinsurance premiums paid by Master Landlord for which Landlord has a payment or reimbursementobligation pursuant to the Master Lease (collectively, the “Insurance Charges”). Tenant’sProportionate Insurance Share shall be equal to the Insurance Charges multiplied by a fraction, thenumerator of which shall be the leasable square feet in the demised premises and the denominator ofwhich shall be the leasable square feet in the Building. The premiums for the first andlast lease years shall be prorated. Tenant shall pay Tenant’s Proportionate Share of such premiumsannually upon demand for such payment by Landlord. Tenant’s Proportionate Share thereof shall bepaid by Tenant within thirty (30) days after Landlord’s demand therefore. Tenant shall initiallypay to Landlord as additional rental, simultaneously with the payment of minimum rental called forunder Section 5(a), the estimated monthly amount of Tenant’s Proportionate Share of such insurancepremiums as set forth in Section 5(e), of Twenty-five Cents ($.25) per square foot, payable inequal monthly installments of Four Hundred Ninety and 75/100 Dollars ($490.75) as the estimatedamount of Tenant’s Proportionate Share of such insurance premiums. Within one hundred twenty (120)days after the end of each accounting year (which Landlord may change from time to time), Landlordshall provide Tenant with a reconciliation of the premiums for the insurance maintained by Landlordhereunder and a statement of the actual amount of Tenant’s Proportionate Share thereof. Any excesspayments from Tenant shall beapplied to the next installments of insurance premiums payable by Tenant hereunder, orrefunded by Landlord. Any underpayments by Tenant shall be paid to Landlord within thirty (30)days after receipt of such reconciliation statement. Tenant’s monthly installment of insurancepremiums payable hereunder may be adjusted by written notice from Landlord.
 

 
**SECTION 30.****FIXTURES**     Provided that Tenant shall repair any damage caused by removal of its property and providedthat the Tenant is not in default under this Lease, Tenant shall have the right to remove from thedemised premises all of its signs, shelving, electrical, and other fixtures and equipment, windowreflectors and backgrounds and any and all other trade fixtures which it has installed in and uponthe demised premises.**SECTION 31.****SURRENDER**     The Tenant covenants and agrees to deliver up and surrender to the Landlord the physicalpossession of the demised premises upon the expiration of this Lease or its termination as hereinprovided in as good condition and repair as the same shall be at the commencement of the initialterm, loss by fire and/or ordinary wear and tear excepted, and to deliver all of the keys toLandlord or Landlord’s agents.**SECTION 32.****HOLDING OVER**     There shall be no privilege of renewal hereunder (except as specifically set forth in thisLease) and any holding over after the expiration by the Tenant shall be from day to day on the sameterms and conditions (with the exception of rental which shall be prorated on a daily basis attwice the daily rental rate of the most recent expired term) at Landlord’s option; and noacceptance of rent by or act or statement whatsoever on the part of the Landlord or his dulyauthorized agent in the absence of a written contract signed by Landlord shall be construed as anextension of the term or as a consent for any further occupancy.**SECTION 33.****NOTICE**     Whenever under this Lease provisions are made for notice of any kind to Landlord, it shall bedeemed sufficient notice and sufficient service thereof if such notice to Landlord is in writing,addressed to Landlord at 1800 Moler Road, Columbus, Ohio 43207, or at such address as Landlord maynotify Tenant in writing, and deposited in the United States mail by certified mail, return receiptrequested, with postage prepaid or Federal Express, Express Mail or such other expedited mailservice as normally results in overnight delivery, with a copy of same sent in like manner toPresident, Real Estate, 1800 Moler Road, Columbus, Ohio 43207. Notice to Tenant shall be sent inlike manner to 4150 East Fifth Avenue, Columbus, Ohio 43219, with copies of same sent to (i)General Counsel, 3241 Westerville Road, Columbus, Ohio 43224-3751 and (ii) Randall S. Arndt, Esq.,Schottenstein Zox & Dunn, 250 West Street, Columbus, Ohio 43215. All notices shall be effectiveupon receipt or refusal of receipt. Either party may change the place for service of notice bynotice to the other party.**SECTION 34.****DEFAULT**     (a) Elements of Default: The occurrence of any one or more of the following events shallconstitute a default of this Lease by Tenant:
 

 
     1. Tenant fails to pay any monthly installment of rent within ten (10) days after the sameshall be due and payable, except for the first two (2) times in any consecutive twelve (12) monthperiod, in which event Tenant shall have five (5) days after receipt of written notice of suchfailure to pay before such failure shall constitute a default;     2. Tenant fails to perform or observe any term, condition, covenant or obligation required tobe performed or observed by it under this Lease for a period of twenty (20) days after noticethereof from Landlord; provided, however, that if the term, condition, covenant or obligation to beperformed by Tenant is of such nature that the same cannot reasonably be cured within twenty (20)days and if Tenant commences such performance or cure within said twenty (20) day period andthereafter diligently undertakes to complete the same, then such failure shall not be a defaulthereunder if it is cured within a reasonable time following Landlord’s notice, but in no eventlater than forty-five (45) days after Landlord’s notice.     3. If Tenant refuses to take possession of the demised premises as required pursuant to thisLease or abandons the demised premises for a period of thirty (30) days or substantially ceases tooperate its business or to carry on its normal activities in the demised premises as requiredpursuant to this Lease.     4. A trustee or receiver is appointed to take possession of substantially all of Tenant’sassets in, on or about the demised premises or of Tenant’s interest in this Lease (and Tenant orany guarantor of Tenant’s obligations under this Lease does not regain possession within sixty (60)days after such appointment); Tenant makes an assignment for the benefit of creditors; orsubstantially all of Tenant’s assets in, on or about the demised premises or Tenant’s interest inthis Lease are attached or levied upon under execution (and Tenant does not discharge the samewithin sixty (60) days thereafter).     5. A petition in bankruptcy, insolvency, or for reorganization or arrangement is filed by oragainst Tenant or any guarantor of Tenant’s obligations under this Lease pursuant to any Federal orstate statute, and, with respect to any such petition filed against it, Tenant or such guarantorfails to secure a stay or discharge thereof within sixty (60) days after the filing of the same.     (b) Landlord’s Remedies: Upon the occurrence of any event of default, Landlord shall have thefollowing rights and remedies, any one or more of which may be exercised without further notice toor demand upon Tenant:     1. Landlord may re-enter the demised premises and cure any default of Tenant, in which eventTenant shall reimburse Landlord for any cost and expenses which Landlord may incur to cure suchdefault; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustainby reason of Landlord’s action.     2. Landlord may terminate this Lease or Tenant’s right to possession under this Lease as ofthe date of such default, without terminating Tenant’s obligation to pay rent due hereunder, inwhich event (A): neither Tenant nor any person claiming under or through Tenant shall thereafter beentitled to possession of the demised premises, and Tenant shall immediately thereafter surrenderthe demised premises to Landlord; (B) Landlord may re-enter the demised
 

 
premises and dispose Tenantor any other occupants of the demised premises by force, summary proceedings, ejectment orotherwise, and may remove their effects, without prejudice to any other remedy which Landlord mayhave for possession or arrearages in rent; and (C) notwithstanding a termination of this Lease,Landlord may re-let all or any part of the demised premises for a term different from that whichwould otherwise have constituted the balance of the term of this Lease and for rent and on termsand conditions different from those contained herein, whereupon Tenant shall immediately beobligated to pay to Landlord as liquidated damages the difference between the rent provided forherein and that provided for in any lease covering a subsequent re-letting of the demised premises,for the period which would otherwise have constituted the balance of the term of this Lease,together with all of Landlord’s costs and expenses for preparing the demised premises forre-letting, including all repairs, tenant finish improvements, broker’s and attorney’s fees, andall loss or damage which Landlord may sustain by reason of such termination, re-entry andre-letting, it being expressly understood and agreed that the liabilities and remedies specifiedherein shall survive the termination of this Lease. Notwithstanding a termination of this Lease byLandlord, Tenant shall remain liable for payment of all rentals and other charges and costs imposedon Tenant herein, in the amounts, at the times and upon the conditions as herein provided.Landlord shall credit against such liability of the Tenant all amounts received by Landlord fromsuch re-letting after first reimbursing itself for all reasonable costs incurred in curing Tenant’sdefaults and re-entering, preparing and refinishing the demised premises for re-letting, andre-letting the demised premises.     3. Upon termination of this Lease pursuant to Section 34(b)2, Landlord may recover possessionof the demised premises under and by virtue of the provisions of the laws of the Commonwealth ofPennsylvania, or by such other proceedings, including reentry and possession, as may be applicable.     4. If the Tenant shall not remove all of Tenant’s property from said demised premises asprovided in this Lease, Landlord, at its option, may remove any or all of said property in anymanner that Landlord shall choose and store same without liability for loss thereof, and Tenantwill pay the Landlord, on demand, any and all reasonable expenses incurred in such removal andstorage of said property for any length of time during which the same shall be in possession ofLandlord or in storage, or Landlord may, upon thirty (30) days prior notice to Tenant, sell any orall of said property in such manner and for such price as the Landlord may reasonably deem best andapply the proceeds of such sale upon any amounts due under this Lease from the Tenant to theLandlord, including the reasonable expenses of removal and sale.     5. Any damage or loss of rent sustained by Landlord may be recovered by Landlord, atLandlord’s option, at the time of the reletting, or in separate actions, from time to time, as saiddamage shall have been made more easily ascertainable by successive relettings, or at Landlord’soption in a single proceeding deferred until the expiration of the term of this Lease (in whichevent Tenant hereby agrees that the cause of action shall not be deemed to have accrued until thedate of expiration of said term) or in a single proceeding prior to either the time ofreletting or the expiration of the term of this Lease.     6. In the event of a breach by Tenant of any of the covenants or provisions hereof, Landlordshall have the right of injunction and the right to invoke any remedy allowed at law or
 

 
in equityas if reentry, summary proceedings, and other remedies were not provided for herein. Mention inthis Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or inequity. Tenant hereby expressly waives any and all rights of redemption granted by or under anypresent or future laws in the event of Tenant being evicted or dispossessed for any cause, or inthe event of Landlord obtaining possession of the demised premises by reason of the violation byTenant of any of the covenants and conditions of this Lease or other use.     7. Tenant hereby expressly waives any and all rights of redemption granted by or under anypresent or future laws, in the event of eviction or dispossession of Tenant by Landlord under anyprovision of this Lease. No receipt of monies by Landlord from or for the account of Tenant orfrom anyone in possession or occupancy of the demised premises after the termination of this Leaseor after the giving of any notice shall reinstate, continue or extend the term of this Lease oraffect any notice given to the Tenant prior to the receipt of such money, it being agreed thatafter the service of notice or the commencement of a suit, or after final judgment for possessionof said demised premises, the Landlord may receive and collect any rent or other amounts dueLandlord and such payment shall not waive or affect said notice, said suit or said judgment.     (c) Additional Remedies and Waivers: The rights and remedies of Landlord set forth hereinshall be in addition to any other right and remedy now or hereinafter provided by law and/or equityand all such rights and remedies shall be cumulative and shall not be deemed inconsistent with eachother, and any two or more or all of said rights and remedies may be exercised at the same time orat different times and from time to time without waiver thereof of any right or remedy provided orreserved to Landlord. No action or inaction by Landlord shall constitute a waiver of a default andno waiver of default shall be effective unless it is in writing, signed by the Landlord.     (d) Default by Landlord. Any failure by Landlord to observe or perform any provision,covenant or condition of this Lease to be observed or performed by Landlord, if such failurecontinues for thirty (30) days after written notice thereof from Tenant to Landlord, shallconstitute a default by Landlord under this Lease, provided, however, that if the nature of suchdefault is such that the same cannot reasonably be cured within a thirty (30) day period, Landlordshall not be deemed to be in default if it shall commence such cure within such thirty (30) dayperiod and thereafter rectify and cure such default with due diligence.     (e) Interest on Past Due Obligations: All monetary amounts required to be paid by Tenant orLandlord hereunder which are not paid on or before the due date thereof shall, from and after suchdue date, bear interest at the Interest Rate, and shall be due and payable by such party withoutnotice or demand.     (f) Tenant’s Remedies. In the event of default by the Landlord with respect to the demisedpremises, Tenant shall have the option to cure said default. Landlord shall reimburse Tenant forthe reasonable costs incurred by Tenant in curing such default within thirty (30) days afterinvoice thereof by Tenant, together with reasonable evidence supporting such invoiced amount. Inthe event Landlord fails to timely reimburse Tenant for any such amounts, Tenant shall have theright to offset the same against twenty-five percent (25%) of the minimum rent
 

 
and percentage rentpayable hereunder, until such amount has been fully recovered by Tenant. Tenant shall also haveany and all rights available under the laws of the state in which the demised premises aresituated; provided, however, that any additional right of offset available to Tenant shall besubject to the provisions of Section 36 below.**SECTION 35.****WAIVER OF SUBROGATION**     Landlord and Tenant, and all parties claiming under each of them, mutually release anddischarge each other from all claims and liabilities arising from or caused by any casualty orhazard covered or required hereunder to be covered in whole or in part by insurance coveragerequired to be maintained by the terms of this Lease on the demised premises or in connection withthe Shopping Center or activities conducted with the demised premises, and waive any right ofsubrogation which might otherwise exist in or accrue to any person on account thereof. Allpolicies of insurance required to be maintained by the parties hereunder shall contain waiver ofsubrogation provisions so long as the same are available.**SECTION 36.****LIABILITY OF LANDLORD; EXCULPATION**     (a) Except with respect to any damages resulting from the gross negligence of Landlord, itsagents, or employees, Landlord shall not be liable to Tenant, its agents, employees, or customersfor any damages, losses, compensation, accidents, or claims whatsoever. The foregoingnotwithstanding, it is expressly understood and agreed that nothing in this Lease contained shallbe construed as creating any liability whatsoever against Landlord personally, and in particularwithout limiting the generality of the foregoing, there shall be no personal liability to pay anyindebtedness accruing hereunder or to perform any covenant, either express or implied, hereincontained, or to keep, preserve or sequester any property of Landlord and that all personalliability of Landlord to the extent permitted by law, of every sort, if any, is hereby expresslywaived by Tenant, and by every person now or hereafter claiming any right or security hereunder.     (b) If the Tenant obtains a money judgment against Landlord, any of its officers, directors,shareholders, partners, members or their successors or assigns under any provisions of or withrespect to this Lease or on account of any matter, condition or circumstance arising out of therelationship of the parties under this Lease, Tenant’s occupancy of the Building or Landlord’sownership of the leasehold estate created by the Master Lease, Tenant shall be entitled to haveexecution upon any such final, unappealable judgment only upon Landlord’s leasehold estate in theShopping Center (whichever is applicable) and not out of any other assets of Landlord, or any ofits officers, directors, shareholders, members or partners, or their successor or assigns; andLandlord shall be entitled to have any such judgment so qualified as to constitute a lien only onsaid fee simple or leasehold estate.     Notwithstanding the above, Tenant shall have the right to offset any final, unappealablejudgment against twenty-five percent (25%) of all minimum rent and all percentage rental (but noother additional rent components) if not paid to Tenant by Landlord within thirty (30) daysthereafter.
 

 
     (c) It is expressly agreed that nothing in this Lease shall be construed as creating anypersonal liability of any kind against the assets of any of the officers, directors, members,partners or shareholders of Tenant, or their successors and assigns.**SECTION 37.****RIGHTS CUMULATIVE**     Unless expressly provided to the contrary in this Lease, each and every one of the rights,remedies and benefits provided by this Lease shall be cumulative and shall not be exclusive of anyother of such rights, remedies and benefits or of any other rights, remedies and benefits allowedby law.**SECTION 38.****MITIGATION OF DAMAGES**     Notwithstanding any of the terms and provisions herein contained to the contrary, Landlord andTenant shall each have the duty and obligation to mitigate, in every reasonable manner, any and alldamages that may or shall be caused or suffered by virtue of defaults under or violation of any ofthe terms and provisions of this Lease agreement committed by the other.**SECTION 39.****SIGNS**     No signs shall be placed on the demised premises by Tenant except as shall comply with allapplicable governmental codes, restrictions of record in accordance with Section 7 above, signcriteria established by Master Landlord for the Shopping Center or Landlord for the Building, andwith the prior written consent of Landlord (not to be unreasonably withheld) after sign drawingshave been submitted to Landlord by Tenant. Subject to the foregoing, Tenant shall have the rightto install its prototypical signage and awnings on the front of the demised premises as describedon Exhibit “E” attached hereto and made a part hereof. Tenant shall be entitled to pylon,monument or other freestanding signage as shown on Exhibit “E” (and any future replacementsignage therefore).**SECTION 40.****ENTIRE AGREEMENT**     This Lease shall constitute the entire agreement of the parties hereto; all prior agreementsbetween the parties, whether written or oral, are merged herein and shall be of no force andeffect. This Lease cannot be changed, modified, or discharged orally but only by an agreement inwriting signed by the party against whom enforcement of the change, modification or discharge issought.**SECTION 41.****LANDLORD’S LIEN — DELETED BY INTENTION****SECTION 42.****BINDING UPON SUCCESSORS**     The covenants, conditions, and agreements made and entered into by the parties hereto shall bebinding upon and inure to the benefit of their respective heirs, representatives, successor andassigns.
 

 
**SECTION 43.****HAZARDOUS SUBSTANCES**     (a) During the term of this Lease, Tenant shall not suffer, allow, permit or cause thegeneration, accumulation, storage, possession, release or threat of release of any hazardoussubstance or toxic material, as those terms are used in the Comprehensive Environmental ResponseCompensation and Liability Act of 1980, as amended, and any regulations promulgated thereunder, orany other present or future federal, state or local laws, ordinances, rules, and regulations.Tenant shall indemnify and hold Landlord harmless from any and all liabilities, penalties, demands,actions, costs and expenses (including without limitation reasonable attorney fees), remediationand response costs incurred or suffered by Landlord directly or indirectly arising due to thebreach of Tenant’s obligations set forth in this Section. Such indemnification shall surviveexpiration or earlier termination of this Lease. At the expiration or sooner termination hereof,Tenant shall return the demised premises to Landlord in substantially the same condition as existedon the date of commencement hereof free of any hazardous substances in, on or from the demisedpremises.     (b) Landlord hereby represents and warrants that, except as set forth in that certain Phase IEnvironmental Site Assessment dated                                         : (i) it has not used, generated,discharged, released or stored any hazardous substances on, in or under the Shopping Center and hasreceived no notice and has no knowledge of the presence in, on or under the Shopping Center of anysuch hazardous substances; (ii) to Landlord’s knowledge there have never been any undergroundstorage tanks at the Shopping Center, whether owned by the Landlord or its predecessors ininterest; (iii) to Landlord’s knowledge there have never been accumulated tires, spent batteries,mining spoil, debris or other solid waste (except for rubbish and containers for normal scheduleddisposal in compliance with all applicable laws) in, on or under the Shopping Center; (iv) toLandlord’s knowledge it has not spilled, discharged or leaked petroleum products other than deminimis quantities in connection with the operation of motor vehicles on the Shopping Center; (v)to Landlord’s knowledge there has been no graining, filling or modification of wetlands (as definedby federal, state or local law, regulation or ordinance) at the Shopping Center; and (vi) toLandlord’s knowledge there is no asbestos or asbestos-containing material in the demised premises.The representations and warranties set forth in this subparagraph shall apply to any contiguous oradjacent property owed by the Landlord. Landlord hereby indemnifies Tenant for any and all loss,cost, damage or expense to Tenant resulting from any misrepresentation or breach of the foregoingrepresentations and warranties.     (c) If any such hazardous substances are discovered at the Shopping Center (unless introducedby the Tenant, its agents or employees) or if any asbestos or asbestos containing material isdiscovered in the demised premises (unless introduced by the Tenant, its agents or employees), andremoval, encapsulation or other remediation is required by applicable laws, the Landlordimmediately and with all due diligence and at no expense to the Tenant shall take all measuresnecessary to comply with all applicable laws and to remove such hazardous substances or asbestosfrom the Shopping Center and/or encapsulate or remediate such hazardous substances or asbestos,which removal and/or encapsulation or remediation shall be in
 

 
compliance with all environmentallaws and regulations, and the Landlord shall repair and restore the Shopping Center at its expense.From the date such encapsulation, remediation and restoration is complete, the rent due hereundershall be reduced by the same percentage as the percentage of the demised premises which, in theTenant’s reasonable judgment, cannot be safely, economically or practically used for the operationof the Tenant’s business. Anything herein to the contrary notwithstanding, if in the Tenant’sreasonable judgment, such removal, encapsulation, remediation and restoration cannot be completedwithin one hundred eighty (180) days or the same is not actually completed by Landlord within suchone hundred eighty (180) day period following the date such hazardous substances or asbestos arediscovered and such condition materially adversely affects Tenant’s ability to conduct normalbusiness operations in the premises, then the Tenant may terminate this Lease by written notice tothe Landlord within thirty (30) days after such 180 day period, which notice shall be effective onLandlord’s receipt thereof. Landlord shall comply with OSHA 29 CFR 1910.1001 (j) to notifytenants, including Tenant, of asbestos related activities in the demised premises and the ShoppingCenter including, but not limited to, selection of the certified/licensed asbestos abatementcontractor, scope of the abatement work, and final clearance testing procedures and results.**SECTION 44.****TRANSFER OF INTEREST**     If Landlord should sell or otherwise transfer its interest in the demised premises, upon anundertaking by the purchaser or transferee to be responsible for all the covenants and undertakingsof Landlord accruing subsequent to the date of such sale or transfer, Tenant agrees that Landlordshall thereafter have no liability to Tenant under this Lease or any modifications or amendmentsthereof, or extensions thereof, except for such liabilities which might have accrued prior to thedate of such sale or transfer of its interest by Landlord.**SECTION 45.****ACCESS TO PREMISES**     Landlord and its representatives shall have free access to the demised premises at allreasonable times for the purpose of: (a) examining the same or to make any alterations or repairsto the demised premises that Landlord may deem necessary for its safety or preservation; (b)exhibiting the demised premises for sale or mortgage financing; (c) during the last three (3)months of the term of this Lease, for the purpose of exhibiting the demised premises and putting upthe usual notice “for rent” which notice shall not be removed, obliterated or hidden by Tenant,provided, however, that any such action by Landlord shall cause as little inconvenience asreasonably practicable and such action shall not be deemed an eviction or disturbance of Tenant norshall Tenant be allowed any abatement of rent, or damages for an injury or inconvenience occasionedthereby.**SECTION 46.****HEADINGS**     The headings are inserted only as a matter of convenience and for reference and in no waydefine, limit or describe the scope or intent of this Lease.
 

 
**SECTION 47.****NON-WAIVER**     No payment by Tenant or receipt by Landlord or its agents of a lesser amount than the rent inthis Lease stipulated shall be deemed to be other than on account of the stipulated rent nor shallan endorsement or statement on any check or any letter accompanying any check or payment of rent bedeemed an accord and satisfaction and Landlord or its agents may accept such check or paymentwithout prejudice to Landlord’s right to recover the balance of such rent or pursue any otherremedy in this Lease provided.**SECTION 48.****SHORT FORM LEASE**     This Lease shall not be recorded, but a short form lease, which describes the property hereindemised, gives the term of this Lease and refers to this Lease, shall be executed by the partieshereto, upon demand of either party and such short form lease may be recorded by Landlord or Tenantat any time either deems it appropriate to do so. The cost and recording of such short form leaseshall belong to the requesting party.**SECTION 49.****ESTOPPEL CERTIFICATE**     Each party agrees that at any time and from time to time on ten (10) days prior writtenrequest by the other, it will execute, acknowledge and deliver to the requesting party a statementin writing stating that this Lease is unmodified and in full force and effect (or, if there havebeen modifications, stating the modifications, and that the Lease as so modified is in full forceand effect, and the dates to which the rent and other charges hereunder have been paid, and suchother information as may reasonably re requested, it being intended that any such statementsdelivered pursuant to this Section may be relied upon by any current or prospective purchaser of orany prospective holder of a mortgage or a deed of trust upon or any interest in the fee or anyleasehold or by the mortgagee, beneficiary or grantee of any security or interest, or any assigneeof any thereof or under any mortgage, deed of trust or conveyance for security purposes now orhereafter done or made with respect to the fee of or any leasehold interest in the demisedpremises.**SECTION 50.****MASTER LEASE CONTINGENCIES**     This Lease and the liability of Tenant hereunder is and shall be wholly contingent upon Tenantobtaining, on or before November 1, 2006, the following: (i) an Estoppel Certificate in form and substance reasonably acceptable to Tenantexecuted by Master Landlord stating that the Master Lease is in good standing, with nodefaults thereunder, and addressing such other matters pertaining to the Master Leaseas Landlord may require in its reasonable discretion;  (ii) a copy of a Subordination, Non-disturbance and Attornment Agreement in formand substance reasonably acceptable to Tenant, duly executed by the holder of anymortgage or deed of trust on the Project, pursuant to which the lender agrees torecognize the leasehold rights created by the Master Lease in the event that MasterLandlord shall default under such mortgage or deed of trust;
 

 
 (iii) any consents to Landlord’s Work, Tenant’s Work or Tenant’s signage requiredby the Master Lease; and  (iv) such other consents, approvals or information that Tenant may reasonablyrequire pursuant to its review of the Master Lease.**SECTION 51.****PROVISIONS WITH RESPECT TO MASTER LEASE**     (a) Consents and Approvals. Wherever pursuant to the Master Lease and this Lease theconsent and/or approval of the Master Landlord and Landlord is required, Landlord’s refusal toconsent to or approve any matter or thing shall be deemed reasonable if the consent or approval ofMaster Landlord is required, and despite Landlord’s commercially reasonable efforts, such consentor approval has not been obtained from Master Landlord. In the event that Tenant seeks theconsent or approval of Master Landlord, Tenant shall submit such request to Landlord and Landlordshall promptly thereafter submit such request to Master Landlord and use commercially reasonableefforts to obtain on behalf of Tenant such consent or approval of Master Landlord, but at no costor expense to Landlord.     (b) Master Landlord Default and Remedy**.**If Master Landlord fails to perform anyobligation which it has under the Master Lease and such failure materially adversely effects therights of Tenant hereunder or its ability to use, operate and maintain its business in thepremises, then Tenant shall prepare and deliver to Landlord a written notice specifying suchfailure to perform in reasonable detail. Landlord shall promptly thereafter transmit such noticeto Master Landlord and shall use commercially reasonable efforts to cause Master Landlord toperform such obligation. If, despite Landlord’s reasonable efforts, Master Landlord fails to timelyperform such obligation as required by the Master Lease, Landlord hereby assigns to Tenant theright, at Landlord’s expense, to enforce such obligations against Master Landlord on behalf ofLandlord. Landlord agrees to cooperate with Tenant in such enforcement efforts, at no expense toTenant, and shall permit Tenant to undertake such efforts in Landlord’s name, if necessary in orderto effectively prosecute such enforcement actions. The foregoing is in addition to any and allother remedies available to Tenant under this Sublease or at law or in equity, including but notlimited to, exercise of “self-help” remedies.**SECTION 52.****BROKER**     Landlord and Tenant each represent to the other that they have not entered into any agreementor incurred any obligation in connection with this transaction which might result in the obligationto pay a brokerage commission to any broker other than CAMM Management and Metro Commercial.Landlord agrees to be solely responsible for any and all commission due tosuch broker pursuant to a separate written agreement between Landlord and such broker. Eachparty shall indemnify and hold the other party harmless from and against any claim or demand by anybroker or other person for bringing about this Lease who claims to have dealt with suchindemnifying party, including all expenses incurred in defending any such claim or demand(including reasonable attorney’s fees).
 

 
**SECTION 53.****UNAVOIDABLE DELAYS**     In the event either party hereto (the “Delayed Party”) shall be delayed or hindered in orprevented from the performance of any act required under this Lease by reason of strikes, lockouts,labor troubles, inability to procure materials, failure of power, the unforeseen application ofrestrictive governmental laws or regulations, riots, insurrection, war, acts of terrorism or otherreason of a like nature not the fault of the Delayed Party in performing work or doing actsrequired under the terms of this Lease, then performance of such act shall be excused for theperiod of the delay, and the period for the performance of any such act shall be extended for aperiod equivalent to the period of such delay, provided that the Delayed Party notified the otherparty within fifteen (15) days of the Delayed Party being informed of the occurrence of the eventcausing such delay. The provisions of this Section 52 shall not operate to excuse either partyfrom the payment of any rental or other monetary sums due under the terms of this Lease.**SECTION 54.****TIMELY EXECUTION OF LEASE**     Landlord and Tenant agree that this Lease, and the parties’ obligations hereunder, shallautomatically be null and void and this Lease shall terminate automatically without further actionof the parties if both parties do not execute this Lease and both parties have not received anoriginal thereof within sixty (60) days after the date of execution hereof by the first party toexecute this Lease.**SECTION 55.****ACCORD AND SATISFACTION**     No payment by Tenant or receipt by Landlord of a lesser amount than the entire rent and allother additional rents and charges hereunder shall be deemed to be other than payment on account ofthe earliest stipulated rent and other additional rents and charges hereunder, nor shall anyendorsement or statement on any check or any letter accompanying any check or payment for rent orother additional rent and charges be deemed an accord and satisfaction, and Landlord may acceptsuch check or payment without prejudice to Landlord’s right to recover the balance of such rent andother additional rents and charges or pursue any other right or remedy available to the Landlord.**SECTION 56.****WAIVER OF JURY TRIAL**     The Landlord, Tenant any Guarantor(s) do hereby knowingly, voluntarily and intentionally waivethe right to a trial by jury of any and all issues either now or hereinafter provided by law in anyaction or proceeding between the parties hereto, or their successors, arising directly orindirectly out of or in any way connected with this Lease or any of its provisions, the Tenant’suse or occupancy of said premises and/or any claim for personal injuryor property damage including, without limitation, any action to rescind or cancel this Lease,and any claim or defense asserting that this Lease was fraudulently induced or is otherwise void orvoidable. It is intended that said waiver shall apply to any and all defenses, rights and/orcounterclaims in any action or proceeding at law or in equity. This waiver is a materialinducement for Landlord and Tenant to enter into this Lease.
 

 
**SECTION 57.****LEASEHOLD FINANCING**     (a) Tenant’s Financing Rights. Landlord acknowledges and agrees that Tenant may from time totime during the term, without the consent of Landlord, mortgage or otherwise finance and encumber,whether by leasehold deed of trust or mortgage, collateral assignment of this Lease,lease/sublease-back, and/or assignment/leaseback, any and/or all of its leasehold estate hereunder,and property and rights in and to the Leased Premises granted to it under this Lease, as securityfor the payment of an indebtedness (any and all of which are herein referred to as a “LeaseholdMortgage” and the holder thereof is herein referred to as “Leasehold Mortgagee”). Any suchLeasehold Mortgage shall be a lien only upon Tenant’s leasehold estate hereunder and Tenant’sinterests in this Lease. Leasehold Mortgagee or its assigns may enforce such Leasehold Mortgage andacquire title to the leasehold estate and Tenant’s interest in the Leased Premises in any lawfulway, and in connection therewith Leasehold Mortgagee may take possession of and rent the LeasedPremises.     (b) Cooperation with Leasehold Mortgagee. Tenant shall notify Landlord (and any Fee Mortgagee,as hereinafter defined in Section 57(c) below), in the manner hereinafter provided for the givingof notice, of the execution of such Leasehold Mortgage and the name and place for service of noticeupon Leasehold Mortgagee. Upon such notification of Landlord that Tenant has entered into aLeasehold Mortgage, Landlord hereby agrees for the benefit of such Leasehold Mortgagee, and uponwritten request by Tenant, to execute and deliver to Tenant and Leasehold Mortgagee: (i) acommercially reasonable “Landlord’s Agreement” and (ii) a commercially reasonable “Landlord’sWaiver”, as described in Section 57(d) below. Landlord further agrees that it will comply with allof the covenants and obligations contained in said documents.     (c) Tenant shall notify Landlord (and any Landlord Mortgagee, as hereinafter defined inSection 57(e) below), in the manner hereinafter provided for the giving of notice, of the executionof such Leasehold Mortgage and the name and place for service of notice upon Leasehold Mortgagee.Upon such notification of Landlord that Tenant has entered into a Leasehold Mortgage, Landlordhereby agrees for the benefit of such Leasehold Mortgagee, and upon written request by Tenant, toexecute and deliver to Tenant and Leasehold Mortgagee a “Landlord’s Agreement” whereby Landlordagrees to recognize the interest of Leasehold Mortgagee and any Successor-Tenant hereunder, oncommercially reasonable terms and conditions acceptable to Leasehold Mortgagee.     (d) Landlord does hereby waive any statutory or other lien of the Landlord in Tenant’s presentand after-acquired assets, including among other things, Tenant’s inventory and equipment. Toevidence such waiver for the benefit of any lender of Tenant, Landlord shall, upon request, executeand deliver to Tenant a commercially reasonable “Landlord’s Waiver”.     (e) Landlord represents to Tenant that as of the date of this Lease there is no mortgageencumbering Landlord’s leasehold interest in the Building or common areas, and that there will notbe such a mortgage for at least sixty (60) days after the date this Lease is fully executed byLandlord and Tenant.
 

 
**SECTION 58.****TENANT’S REIMBURSEMENT**     (a) Landlord shall pay Tenant Two Hundred Eighty Thousand Dollars ($280,000.00) (the “TenantReimbursement”), as payment for a portion of the actual cost incurred by Tenant to completeTenant’s Work within the demised premises as detailed on Exhibit C. The Tenant Reimbursement shallbe paid by Landlord to Tenant within ten (10) days of the later of (i) Tenant opening for businessin the demised premises and (ii) Tenant providing to Landlord a lien waiver from Tenant’s generalcontractor. In the event Landlord does not timely pay the Tenant Reimbursement to Tenant, (a)Landlord shall pay to Tenant interest on such unpaid amounts at the Interest Rate and (b) Tenantshall have the right to deduct any and all such amounts owed Tenant against payments of Rentthereafter due Landlord until such time as Tenant has been credited the full amount of the TenantReimbursement plus applicable interest.     (b) Notwithstanding anything to the contrary contained in this Lease, the Tenant Improvementsshall, at all times during the term of this Lease and upon the expiration or earlier termination ofthis Lease, be the property of Landlord. Tenant shall not acquire any interest, equitable orotherwise, in any Tenant Improvement.