ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

     This Agreement is made, this 8 ^th day of January, 2001, between SHONAC CORPORATION, an Ohio corporation having its principal offices located at 1675 Watkins Road, Columbus, Ohio 43207 (“Assignor”) and DSW SHOE WAREHOUSE, INC., a Missouri corporation having its principal offices located at 1675 Watkins Road, Columbus, Ohio 43207 (“Assignee”).

RECITALS

      WHEREAS, Assignor is the Subtenant under a certain sublease dated June 12, 2000, by and between Assignor and Jubilee Limited Partnership, an Ohio limited partnership (“Sublandlord”), relative to approximately 25,955 square feet of real property known as Baileys Crossroads Shopping Center, 5518 Leesburg Pike, Baileys Crossroads, Virginia 22041 (the “Lease”); and

      WHEREAS, Assignee is a wholly owned subsidiary of Assignor.

AGREEMENT

      NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. Assignor hereby sells, assigns, and conveys to Assignee all of Assignor’s rights, title, and interest under the Lease.

2. Assignee hereby accepts this assignment and agrees to perform all obligations for which the Tenant is responsible under the Lease.

3. Assignor warrants that the Lease is in full force and effect, that neither Assignor nor Landlord is in breach thereof or in default thereunder, that the Lease has not been modified or amended, except as stated above, and that the Lease is valid and enforceable. Assignor further warrants that it has not previously assigned the Lease or sublet the Premises, that its interest in the Lease is unencumbered, and that Assignor has full power and authority to assign its interest under the Lease.

4. Assignor hereby agrees to indemnify and hold Assignee harmless from all liability, loss, damage, and expense incurred by Assignee as a result of any defaults by Assignor as Tenant under the Lease which may have occurred or may occur at any time prior to the effective date of this Agreement, and from all liability, loss, damage, and expense that Assignee may suffer by reason of any challenge to the validity or enforceability of the Lease or to any of the terms thereof.

5. Assignee hereby agrees to indemnify and hold Assignor harmless from all liability, loss, damage, and expense incurred by Assignor as a result of any defaults by Assignee as Tenant under the lease which may occur at any time after the effective date of this agreement.

6. In no event will this Assignment and Assumption Agreement operate to release Assignor from its primary obligations and liabilities under the Lease.

Executed as of the day and year first above written.

     The foregoing instrument was acknowledged before me this 4 ^th day of January, 2001, by Jeffrey P. Meena, Vice President-Controller/Assistant Secretary, of SHONAC CORPORATION, an Ohio corporation, on behalf of the corporation.

     The foregoing instrument was acknowledged before me this 8 ^th day of January, 2001, by John C. Rossler, President, of DSW SHOE WAREHOUSE, INC., a Missouri corporation, on behalf of the corporation.

SUBLEASE

TABLE OF CONTENTS

SUBLEASE

      THIS AGREEMENT OF SUBLEASE, made this 12 day of June, 2000, by and between Jubilee Limited Partnership, an Ohio limited partnership (hereinafter referred to as “Sublessor”), with offices at 1798 Frebis Avenue, Columbus, Ohio 43206-3764 and Shonac Corporation, an Ohio corporation, dba DSW Shoe Warehouse, with offices at 1675 Watkins Road, Columbus, Ohio 43207 (hereinafter referred to as “Sublessee”).

WITNESSETH:

SECTION 1. PREMISES

     (a) Sublessor, in consideration of the rents to be paid and covenants and agreements to be performed by Sublessee, does hereby sublease unto Sublessee the premises (hereinafter referred to as the “premises” or “demised premises”) in the Baileys Crossroads Shopping Center (hereinafter referred to as the “Shopping Center”), on the northeast side of Leesburg Pike at 5516 Leesburg Pike, Baileys Crossroads, in the City of Fairfax, and State of Virginia. The location, size, and area of the demised premises and of the Shopping Center shall be substantially as shown on Exhibit “A” attached hereto and made a part hereof. A legal description of the Shopping Center is shown on Exhibit “A-l” attached hereto and made a part hereof. Sublessee shall not change the configuration of the Shopping Center or consent to any proposed change by Landlord which requires Sublessor’s consent under the Master Lease (as those terms are defined in Section 49 below) so as to materially adversely affect access to, visibility of or parking for the premises without the prior written consent of Sublessee.

     (b) The demised premises shall have a ground floor area of approximately 25,955 square feet.

SECTION 2. TERM

     The term of this Sublease shall be for a period of approximately nine (9) years, beginning on the commencement date (as hereinafter defined), and expiring on November 30, 2009.

SECTION 3. COMMENCEMENT DATE

     (a) As herein used, the phrase “commencement date” shall mean the earlier of: (i) the day Sublessee opens for business in the demised premises, or (ii) ninety (90) days after Sublessor has delivered to Sublessee possession of the demised premises as same are to be substantially completed by Sublessor and ready for occupancy, as in (b) below. The anticipated delivery date is within six (6) months of a fully executed sublease agreement. Sublessee shall not be required to accept delivery between 11-01-00 and 01-31-01. Should Sublessee not receive possession by 01-31-01, Sublessee at its

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option may terminate this sublease agreement by notice to Sublessor at any time prior to delivery of possession of the demised premises to Sublessee. Notwithstanding the above, Sublessor shall give Sublessee at least sixty (60) days advance written notice of its anticipated delivery date, so that Sublessee might plan accordingly.

     (b) Possession of the demised premises shall not be deemed to have been given to Sublessee unless the demised premises are ready for the installation of Sublessee’s fixtures and finishing work by Sublessee, and are free of any violation of laws, ordinances, regulations and building restrictions relating to the possession or use of or construction upon the demised premises. Sublessor’s work is listed on Exhibit “B”, attached hereto and made a part hereof.

     (c) Prior to the date on which possession is delivered to Sublessee as aforesaid, Sublessee shall have the right to enter the demised premises at its own risk rent-free for the purpose of preparing for its occupancy, installing fixtures and equipment, and receiving merchandise and other property, provided that it does not unreasonably interfere with Sublessor’s construction activities. All work other than that to be performed by Sublessor is to be done by Sublessee within ninety (90) days after the date possession of the demised premises has been delivered to Sublessee, at Sublessee’s expense in accordance with the provisions of this Sublease and as set forth in the schedule entitled Description of Sublessee’s Work and attached hereto as Exhibit “C” and made a part hereof.

     (d) From the date upon which the demised premises are delivered to Sublessee for its work until the commencement date of the sublease term, Sublessee shall observe and perform all of its obligations under this Sublease (except its obligation to operate and to pay minimum rent, percentage rent, its pro rata share of maintenance costs, provided for in Section 16 hereof, its pro rata share of real estate taxes provided for in Section 28 hereof and its prorata share of insurance provided for in Section 29 hereof). In the event Sublessee fails to open for business within ninety (90) days after the date possession of the demised premises has been delivered to Sublessee, Sublessor, in addition to any and all other available remedies, may require Sublessee to pay to Sublessor, in addition to all other rent and charges herein, as liquidated damages and not as a penalty, an amount equal to one-one hundred eightieth (1/180) of the annual minimum rent for each day such failure to open continues.

SECTION 4. RENEWAL OPTIONS

     (a) Provided Sublessor has exercised its renewal option (of which notice shall also be given to

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Sublessee) as granted in the Master Lease; and provided Sublessee has fully complied with all of the terms, provisions, and conditions on its part to be performed under this Sublease and is not in default under this Sublease, Sublessee may, by giving written notice to the Sublessor at least fifteen (15) months on or before the expiration of the original term of this Sublease, extend such term for a period of ten (10) year(s) upon the same covenants and agreements as are herein set forth, except that the minimum rent during the first renewal term shall be increased to Forty-Seven Thousand Five Hundred Eighty Four and 17/100 Dollars ($47,584.17) each month.

     (b) Provided Sublessor has exercised its renewal option as granted in, the Master Lease; and provided Sublessee has fully complied with all of the terms, provisions and conditions on its part to be performed under this Sublease, is not in default under this Sublease and has exercised its first option to renew hereunder, Sublessee may, by giving written notice to the Sublessor at least fifteen (15) months on or before the expiration of the first extended term of this Sublease, extend such term for an additional period of ten (10) year(s) upon the same covenants and agreements as the first extended term except that the minimum rent (as increased pursuant to subparagraph (a) above) during this second renewal term shall be further increased Fifty-One Thousand Nine Hundred Ten Dollars ($51,910.00) each month.

SECTION 5. MINIMUM RENT

     (a) Sublessee agrees to pay to Sublessor, as minimum rent for the demised premises, equal consecutive monthly installments of: (i) Forty-Three Thousand Two Hundred Fifty Eight and 33/100 Dollars ($43,258.33), commencing on the commencement date, and continuing on the first day of each calendar month during years one (1) through five (5) of the initial term of this Sublease; (ii) Forty-Five Thousand Four Hundred Twenty One and 25/100 Dollars ($45,421.25) each calendar month during years six (6) through the remainder of the initial term of this Sublease. All such rental shall be payable to Sublessor in advance, without prior written notice or demand and without any right of deduction, abatement, counterclaim or offset whatsoever (unless specifically permitted in this sublease agreement). As used in this Sublease, the term “minimum rent” means the minimum rent set forth in this subparagraph (a).

     (b) If the Sublease term shall commence on a day other than the first day of a calendar month or shall end on a day other than the last day of a calendar month, the minimum rental for such first or last fractional month shall be such proportion of the monthly minimum rental as the number of days in such fractional month bears to the total number of days in such calendar month.

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     (c) Until further notice to Sublessee, all rental payable under this Sublease shall be payable to Sublessor and mailed to Sublessor at 1798 Frebis Avenue, Columbus, Ohio 43206-3764.

     (d) In the event any sums required hereunder to be paid are not received on or before the fifth (5th) calendar day after the same are due, then, for each and every late payment, Sublessee shall immediately pay, as additional rent, a service charge equal to Fifty Dollars ($50.00). Sublessee shall pay an additional late charge in the same amount for each additional seven (7) day period after the same are due until such payment has been received by Sublessor. The foregoing late charge is in addition to all default remedies of Sublessor pursuant to Section 34 below.

SECTION 6. PERCENTAGE RENT

     (a) Sublessee shall pay to Sublessor as additional rent, a percentage rental of two percent (2%) annually of the “gross receipts” that exceed: (i) $12,977,500.00 during Yrs. 1-5; (ii) $13,626,375.00 during Yrs. 6 through the remainder of the initial term; (iii) $14,275,251.00 during the first renewal term; and (iv) $15,573,000.00 during the second renewal term.

     (b) For purposes hereof, a sublease year shall consist of a consecutive twelve (12) calendar month period commencing on the commencement of the term of this Sublease; provided, however, that if this Sublease commences on a day other than the first day of a calendar month, then the first sublease year shall consist of such fractional month plus the next succeeding twelve (12) full calendar months, and the last sublease year shall consist of the period commencing from the end of the preceding sublease year and ending with the end of the term of the Sublease, whether by expiration of term or otherwise. In the event percentage rental shall commence to accrue on a day other than the first day of a sublease year, the percentage rental for such sublease year shall be adjusted on a pro rata basis, based upon the actual number of days in such sublease year.

     (c) Each sublease year shall constitute a separate accounting period, and the computation of percentage rental due for any one period shall be based on the gross receipts for such sublease year.

     (d) The term “gross receipts” as used in this Sublease is hereby defined to mean the gross dollar aggregate 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 the demised premises, whether for cash, credit, check, charge account, gift or merchandise certificate purchased or for other disposition of value regardless of collection. Should any departments, divisions or parts of Lessee’s business be conducted by any subleases, concessionaires, licensees, assignees or others, then there shall

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be included in Lessee’s “gross sales,” all “gross sales” of such department, division or part, whether the receipts be obtained at the demised premises or elsewhere in the same manner as if such business had been conducted by Lessee. Gross Receipts shall exclude the following: (i) any amount representing sales, use, excise or similar taxes; (ii) the amount of refunds, exchanges or returns by customers or allowances to customers.

     (e) The percentage rental, if any, shall be paid within ninety (90) days after the end of each sublease year, accompanied by a statement in writing signed by Sublessee setting forth its gross receipts from the sale of all items for such sublease year. Sublessee shall keep at its principal executive offices, where now or hereafter located, true and accurate accounts of all receipts from ‘the demised premises. Sublessor, its agents and accountants, shall have access to such records for the two (2) prior Lease Years at any and all times during regular business hours for the purpose of examining or auditing the same. Sublessee shall also furnish to Sublessor any and all supporting data in its possession relating to gross sales and any deductions therefrom as Sublessor may reasonably require. Sublessor agrees to keep any information obtained therefrom confidential, except as may be required for Sublessor’s tax returns, or in the event of litigation or arbitration where such matters are material.

     (f) Sublessee shall at all times maintain accurate records which shall be available for Sublessor’s inspection at any reasonable time.

     (g) If Sublessor, for any reason, questions or disputes any statement of percentage rental prepared by Sublessee, then Sublessor, at its own expense, may employ such accountants as Sublessor may select to audit and determine the amount of gross sales for the period or periods covered by such statements. If the report of the accountants employed by Sublessor shall show any additional percentage rents payable by Sublessee, then Sublessee shall pay to Sublessor such additional percentage rents plus interest at one (1) point over the prime rate, commencing on the date such percentage rentals should have been paid, within thirty (30) days after such report has been forwarded to Sublessee, unless Sublessee shall, within said thirty (30) day period, notify Sublessor that Sublessee questions or disputes the correctness of such report. In the event that Sublessee questions or disputes the correctness of such report, the accountants employed by Sublessee and the accountants employed by Sublessor shall endeavor to reconcile the question(s) or dispute(s) within thirty (30) days after the notice from Sublessee questioning or disputing the report of Sublessor’s accountants. In the event that it is finally determined by the parties that Sublessee has understated percentage rent for any Sublease year by three percent (3%) or more,

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Sublessee shall pay the reasonable cost of the audit. Furthermore, if Sublessee’s gross sales cannot be verified due to the insufficiency or inadequacy of Sublessee’s records, then Sublessee shall pay the cost of the audit. The cost of any audit resulting from failure to report percentage rent after written notification of default shall be at the sole cost of Sublessee.

SECTION 7. SECURITY DEPOSIT-DELETED

SECTION 8. RIGHT TO REMODEL

     Sublessee may, at Sublessee’s expense, make non-structural repairs and alterations to the interior of the demised premises in accordance with all laws and in the exercise of good business judgement. Subject to any consent requirements of Landlord under the Master Lease, Sublessee may not make any structural or exterior changes to the premises without the prior written consent of Sublessor, which consent shall not be unreasonably withheld or delayed. Any structural alteration may not diminish the market value of the demised premises. All plans for such remodeling shall be submitted to Sublessor for endorsement of its approval prior to commencement of work. Upon Sublessor’s request, Sublessee shall be obligated, if it remodels and/or alters the demised premises, to restore the demised premises upon vacating the same. Sublessee will indemnify and save harmless the Sublessor from and against all mechanics liens or claims by reason of repairs, alterations or improvements which may be made by Sublessee to the demised premises. Inasmuch as any such alterations, additions or other work in or to the demised premises may constitute or create a hazard, inconvenience or annoyance to the public and other Sublessees in the Shopping Center, Sublessee shall, if so directed in writing by Sublessor, erect barricades, temporarily close the demised premises, or affected portion thereof, to the public or take whatever measures are necessary to protect the building containing the demised premises, the public and the other Sublessees of the Shopping Center for the duration of such alterations, additions or other work. If Sublessor determines, in its sole judgment, that Sublessee has failed to take any of such necessary protective measures, Sublessor may do so and Sublessee shall reimburse Sublessor for the cost thereof within ten (10) days after Sublessor bills Sublessee therefor.

     All such work shall be performed lien free by Sublessee. In the event a mechanic’s lien is filed against the premises or the Shopping Center, Sublessee shall discharge or bond off same within ten (10) days from the filing thereof. If Sublessee fails to discharge said lien, Sublessor may bond off or pay same without inquiring into the validity or merits of such lien, and all sums so advanced shall be paid on demand by Sublessee as additional rent.

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SECTION 9. UTILITIES

     The Sublessee agrees to be responsible and pay for all public utility services rendered or furnished 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, levies or other charges on such utility services when the same become due and payable Sublessor will use its best efforts to separately meter utilities. Sublessor shall provide, or cause to be provided, all such utility services to the premises. Sublessee shall be responsible for all utility services and costs inside the premises. Should any utility service not be separately metered, then Sublessee shall be responsible for its prorata share thereof as determined from time to time and billed by Sublessor. Sublessor shall not be liable for the quality or quantity of or interference involving such utilities unless due directly to Sublessor’s negligence.

     During the term hereof or any renewal or extension period, whether the demised premises are occupied or unoccupied, Sublessee agrees to maintain heat sufficient to heat the demised premises so as to avert any damage to the demised premises on account of cold weather.

     Sprinkler systems, if any, located in Sublessee’s area shall be maintained in accordance with National Fire Protection Association standards to ensure proper operation. Sprinkler control valves (interior and exterior) located in Sublessee’s area shall be monitored by supervisory alarm service. In the event fifty percent (50%) or more of the total number of sprinkler heads require replacement at any one time as part of ordinary maintenance, such cost shall be fifty percent (50%) borne by Sublessor and fifty percent (50%) borne by Sublessee. Sublessee shall replace all sprinkler heads due to painting or environmental exposure from Sublessee’s operations. All other cost of maintaining the sprinkler system in Sublessee’s area shall be paid by the Sublessee.

SECTION 10. GLASS

     The Sublessee shall maintain the glass part of the demised premises, promptly replacing any breakage and fully saving the Sublessor harmless from any loss, cost or damage resulting from such breakage or the replacement thereof.

SECTION 11. PERSONAL PROPERTY

     The Sublessee further agrees that all personal property of every kind or description that may at any time be in or on the demised premises shall be at the Sublessee’s sole risk, or at the risk of those

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claiming under the Sublessee, and that the Sublessor shall not be liable for any damage to said property or loss suffered by the business or occupation of the Sublessee caused in any manner whatsoever.

SECTION 12. RIGHT TO MORTGAGE

     (a) Sublessee acknowledges that Landlord, pursuant to the Master Lease, has reserved the right to subject and subordinate this Sublease at all times to the lien of any deed of trust, mortgage or mortgages now or hereafter placed upon Landlord’s interest in the demised premises; provided, however, that no default by Landlord, under any deed of trust, mortgage or mortgages, shall affect Sublessee’s rights under this Sublease, so long as Sublessee performs the obligations imposed upon it hereunder and is not in default hereunder, and Sublessee attorns to the holder of such deed of trust or mortgage, its assignee or the purchaser at any foreclosure sale. Any such subordination shall be contingent upon Sublessee receiving a commercially reasonable non-disturbance agreement. Sublessee shall execute any instrument presented to Sublessee for the purpose of effecting such subordination. If Sublessee, within ten (10) days after submission of such instrument, fails to execute same, Sublessor is hereby authorized to execute same as attorney-in- fact for Sublessee. It is a condition, however, to the subordination and lien provisions herein provided, that Sublessor shall procure from any such mortgagee an agreement in writing, which shall be delivered to Sublessee or contained in the aforesaid subordination agreement, providing in substance that so long as Sublessee shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Sublease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Sublease affected by any default under such mortgage.

     (b) Wherever notice is required to be given to Sublessor pursuant to the terms of this Sublease, Sublessee will likewise give such notice to any mortgagee of Sublessor’s interest in the demised premises upon notice of such mortgagee’s name and address from Sublessor. Furthermore, such mortgagee shall have the same rights to cure any default on the part of Sublessor that Sublessor would have had.

SECTION 13. SUBLEASE OR ASSIGNMENT

     The Sublessee further covenants and agrees not to enter into license, purchase or concession agreements or to assign or sublet the demised premises or any part of same, or in any other manner transfer, mortgage or pledge the Sublease, its subleasehold or the demised premises, without the prior written consent of Sublessor, which consent shall not be unreasonably withheld or delayed. In the event

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of any such subletting or assignment or other such transfer upon obtaining Sublessor’s consent, Sublessee shall nevertheless remain fully and primarily liable hereunder.

SECTION 14. COMMON AREAS

     Common areas means all areas and facilities in the Shopping Center provided and so designated by Landlord and made available by Landlord pursuant to the terms of the Master Lease for the common use and benefit of tenants and their respective sublessees of the Shopping Center and their customers, employees and invitees. Common areas shall include (to the extent the same are constructed), but not be limited to, the parking areas, sidewalks, landscaped areas, corridors, stairways, boundary walls and fences, incinerators, truckways, service roads, and service areas not reserved for the exclusive use of tenants or other sublessees.

SECTION 15. OPERATION OF COMMON AREAS

     (a) Landlord shall, throughout the term hereof, operate and maintain the common areas including the parking areas for the use and benefit of the tenants and their respective sublessees of the Shopping Center and their customers and invitees. Landlord shall at all times have exclusive control of the common areas and may at any time and from time to time: (i) promulgate, modify and amend reasonable rules and regulations for the use of the common areas, which rules and regulations shall be binding upon the Sublessee upon delivery of a copy thereof to the Sublessee; (ii) temporarily close any part of the common areas, including but not limited to closing the streets, sidewalks, road or other facilities to the extent necessary to prevent a dedication thereof or the accrual of rights of any person or of the public therein; (iii) exclude and restrain anyone from the use or occupancy of the common areas or any part thereof except bona fide customers and suppliers of the tenants and their respective sublessees of the Shopping Center who use said areas in accordance with the rules and regulations established by Landlord; (iv) engage others to operate and maintain all or any part of the common areas, on such terms and conditions as Landlord shall, in its sole judgment, deem reasonable and proper; and (v) make such changes in the common areas as in its opinion are in the best interest of the Shopping Center, including but not limited to changing the location of walkways, service areas, driveways, entrances, existing automobile parking spaces and other facilities, changing the direction and flow of traffic and establishing prohibited areas.

     (b) Sublessee shall keep all common areas free of obstructions created or permitted by Sublessee. Sublessee shall permit the use of the common areas only for normal parking and ingress and egress by

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its customers and suppliers to and from the demised premises. If in Landlord’s or Sublessor’s opinion unauthorized persons are using any of the common areas by reason of Sublessee’s occupancy of the demised premises, Landlord and/or Sublessor shall have the right at any time to remove any such unauthorized persons from said areas or to restrain unauthorized persons from said areas. Landlord, Sublessor, Sublessee, and others constructing improvements or making repairs or alterations in the Shopping Center shall have the right to make reasonable use of portions of the common areas.

SECTION 16. COMMON AREA MAINTENANCE, SUBLESSEE’S SHARE

     (a) Sublessee shall initially pay to Sublessor as additional rental, simultaneously with payment of minimum rental called for under Section 5, fifty cents ($0.50) per square foot, payable in equal monthly installments of One Thousand Eighty One and 46/100 Dollars ($1,081.46), as its estimated monthly prorata share of the “maintenance cost” for the operation and maintenance of the common areas.

     (b) The Maintenance Costs for the common areas shall be computed in accordance with the terms of the Master Lease.

     (c) Sublessor shall maintain, or cause Landlord to maintain, accurate and detailed records of all Maintenance Costs for the common areas in accordance with generally accepted accounting principles. Sublessee’s proportionate share of the Maintenance Costs of the common areas shall be a fraction, the numerator of which shall be the floor area of the premises and the denominator of which shall be the gross leasable area (in square feet) of all leasable space in the Shopping Center.

     (d) Sublessee’s proportionate share of all Maintenance Costs shall be computed by Sublessor within ninety (90) days after the end of each accounting year (which Sublessor may change from time to time). At this time Sublessor shall furnish to Sublessee a statement showing in reasonable detail the actual Maintenance Costs incurred during such accounting year and Sublessee’s proportionate share thereof (prorated for any partial Sublease year, with appropriate adjustments to reflect any change in the floor area of the premises or the gross leasable area of a building occurring during such accounting year). To the extent Sublessee’s share of such costs differs from the sum paid by Sublessee in respect to such year, the difference shall be billed to and paid by Sublessee within thirty (30) days after Sublessee’s receipt of said bill. Sublessee’s estimated monthly maintenance cost thereafter may be adjusted by written notice from Sublessor. Notwithstanding the above, Sublessee’s prorata share shall not exceed that of Sublessor under the master lease.

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     (e) If Sublessee, for any reason in the exercise of good business judgment, questions or disputes any statement of maintenance costs prepared by Sublessor, then Sublessee, at its own expense, may employ such accountants as Sublessee may select to review Sublessor’s books and records solely with respect to maintenance costs during the prior two (2) Lease Years to determine the amount of maintenance costs for the period or periods covered by such statements. If the report of the accountants employed by Sublessee shall show any overcharge paid by Sublessee, then Sublessee shall receive a credit from Sublessor for such difference. Any underpayment shall be paid by Sublessee. In the event that Sublessee questions or disputes the correctness of such report, the accountants employed by Sublessee and the accountants employed by Sublessor shall endeavor to reconcile the question(s) or dispute(s) within thirty (30) days after the notice from Sublessee questioning or disputing the report of Sublessor’s accountants. In the event that it is finally determined by the parties that Sublessor has overstated maintenance costs for any Sublease year by three percent (3%) or more, Sublessor shall pay the reasonable cost of the audit. Furthermore, if Sublessor’s maintenance costs cannot be verified due to the insufficiency or inadequacy of Sublessor’s records, then Sublessor shall pay the cost of the audit.

SECTION 17. EMINENT DOMAIN

     (a) In the event the entire premises or any part thereof shall be taken or condemned either permanently or temporarily for any public or quasi-public use or purpose by any competent authority in appropriation proceedings or by any right of eminent domain, the entire compensation or award therefore, including subleasehold, reversion and fee, shall belong to the Sublessor and Sublessee hereby assigns to Sublessor all of Sublessee’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 taken can be repaired within ninety (90) days from the date of which possession is taken for the public use so as to be commercially fit for the operation of Sublessee’s business, the Sublessor at its own expense shall so repair the portion of the demised premises not taken and there shall be an equitable abatement of rent for the remainder of the term and/or extended terms. If the portion of the demised premises not taken cannot be repaired within ninety (90) days from the date of which possession is taken so as to be commercially fit for the operation of Sublessee’s business, then this Sublease shall terminate and become null and void from the time possession of the portion taken is required for public use, and from that date on the parties hereto shall be resubleased from all further obligations hereunder except as herein stated.

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No other taking, appropriation or condemnation shall cause this Sublease to be terminated. Any such appropriation or condemnation proceedings shall not operate as or be deemed an eviction of Sublessee or a breach of Sublessor’s covenant of quiet enjoyment.

     (c) In the event that more than 20% of the demised premises shall at any time be taken by public or quasi-public use or condemned under eminent domain, then at the option of the Sublessor or Sublessee upon the giving of thirty (30) days written notice (after such taking or condemnation), this Sublease shall terminate and expire as of the date of such taking and any prepaid rental shall be prorated as of the effective date of such termination.

SECTION 18. SUBLESSEE’S TAXES

     Sublessee further covenants and agrees to pay promptly when due all taxes assessed against Sublessee’s fixtures, furnishings, equipment and stock-in trade placed in or on the demised premises during the term of this Sublease.

SECTION 19. RISK OF GOODS

     All personal property, goods, machinery, and merchandise in said demised premises shall be at Sublessee’s risk if damaged by water, fire, explosion, wind or accident of any kind, and Sublessor shall have no responsibility therefor or liability for any of the foregoing and Sublessee hereby resubleases Sublessor from such liability.

SECTION 20. USE AND OCCUPANCY

     The demised premises during the term of this Sublease shall be occupied for the operating and conducting therein of a retail shoe store or any other lawful retail purpose in accordance with the terms of the Master Lease Sublessee shall at all times conduct its operations on the demised premises in a lawful manner and shall, at Sublessee’s expense, comply with all laws, rules, orders, ordinances, directions, regulations, and requirements of all governmental authorities, now in force or which may hereafter be in force, which shall impose any duty upon Sublessor or Sublessee with respect to the business of Sublessee and the use, occupancy or alteration of the demised premises. Sublessee shall comply with all requirements of the Americans with Disabilities Act, and shall be solely responsible for all alterations within the demised premises in connection therewith. Sublessee covenants and agrees that the demised premises shall not be abandoned and that only minor portions of the demised premises shall be used for office or storage space in connection with Sublessee’s business conducted in the demised premises. Without being in default of this Sublease, Sublessee shall have the right to cease operating

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(go dark) at any time and for whatever reason after the first (1 ^st ) sublease Year. Notwithstanding the foregoing, Sublessee’s right to vacate (go dark), shall not release or excuse the Sublessee from any obligations or liabilities, including the payment of Rent and other charges, under this Sublease without the express written consent of Sublessor. In the event Sublessee fails to operate for one hundred twenty (120) or more consecutive days, Sublessor shall have the right, effective upon thirty (30) days prior written notice to Sublessee, to terminate the Sublease as Sublessor’s sole remedy, provided that if Sublessee recommences operating fully stocked in substantially all of the premises within such thirty (30) days, Sublessor’s termination shall be null and void. In the event Sublessee shall cease operating after the first sublease year, Sublessor’s sole remedy on account thereof shall be limited to the right to elect to recapture the premises and terminate the Sublease and to recover from Sublessee the unamortized portion of the costs incurred by Sublessor in performing Sublessor’s Work. Upon payment thereof by Sublessee, there shall be no further liability of the parties hereunder. Such termination shall be effective upon written notice to Sublessee any time prior to Sublessee reopening for business in the premises. Provided, however, in the event Sublessor has not so elected to recapture, Sublessee shall have right to notify Sublessor of Sublessee’s intention to reopen for business fully stocked in substantially all of the premises within sixty (60) days, followed by Sublessee’s actually reopening for business in the premises within such sixty (60) day period, which notice and actual reopening shall toll Sublessor’s right to recapture.

SECTION 21. NUISANCES

     Sublessee shall not perform any acts or carry on any practice which may injure the demised premises or be a nuisance or menace to other Sublessees in the Shopping Center.

SECTION 22. WASTE AND REFUSE REMOVAL

     Sublessee 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. Sublessor or its agent shall have access at all reasonable times to the demised premises for purposes of inspecting and examining the condition and maintenance of the demised premises. Sublessee agrees to remove all refuse from the demised premises in a timely, clean and sanitary manner. Sublessee shall provide a refuse collection container at the rear of the demised premises to accommodate Sublessee’s refuse and Sublessee shall routinely clean up around trash containers. Sublessee shall contract with a licensed/insured refuse

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collection contractor to timely remove refuse therefrom and the location of the container shall be approved by Sublessor.

SECTION 23. FIRE AND CASUALTY

     (a) Sublessor or Landlord shall at all times during the term of this Sublease carry fire, casualty, and extended coverage insurance on the building, including the structural components (foundations, floors, walls, windows, structural supports, roof, HVAC, electrical systems, and plumbing) thereof. Sublessor and Landlord shall be under no obligation to maintain insurance on any improvements installed by or for the benefit of Sublessee’s use of the premises. Sublessor and Landlord may elect to self-insure their obligations hereunder and/or use whatever deductibles as Landlord and Sublessor deem appropriate, in their sole discretion.

     (b) If the demised premises shall be damaged, destroyed, or rendered untenantable, in whole or in part, by or as the result or consequence of fire or other casualty during the term hereof, Landlord or Sublessor 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 Sublease shall abate (i) entirely in case all of the demised premises are untenantable; and (ii) proportionately if only a portion of the demised premises is untenantable and Sublessee is able to economically conduct its business from the undamaged portion of the demised premises. The abatement shall be based upon a fraction, the numerator of which shall be the square footage of the damaged and unusable area of the demised premises and the denominator shall be the total square footage of the demised premises. Said abatement shall cease at such time as the demised premises shall be restored to a tenantable condition.

     (c) In the event the demised premises, because of such damage or destruction, are not repaired 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, Sublessee or Sublessor may, at their option, terminate this Sublease within sixty (60) days following such one hundred fifty (150) day period but prior to the repair and restoration of same by giving prior written notice to the other party and thereupon Sublessor and Sublessee shall be released from all future liability and obligations under this Sublease.

     (d) If one-third (1/3) or more of the ground floor area of the demised premises are damaged or destroyed during the last two (2) years of the original or any extended term of this Sublease, Sublessor shall have the right to terminate this Sublease by written notice to Sublessee within sixty (60) days

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following such damage or destruction, unless Sublessee shall, within thirty (30) days following receipt of such notice, offer to extend the term of this Sublease for an additional period of five (5) years from the date such damage or destruction is repaired and restored. If Sublessee makes said offer to extend, Sublessor and Sublessee shall determine the terms and conditions of said extension within thirty (30) days thereafter or Sublessee’s offer shall not be deemed to prevent Sublessor from canceling this Sublease. If such terms and conditions have been mutually agreed to by the parties, then Sublessor shall accept Sublessee’s offer and shall repair and restore the demised premises with reasonable dispatch thereafter.

SECTION 24. SUBLESSOR REPAIRS

     (a) Sublessor or Landlord shall keep in good order, condition, and repair the following: (i) structural portions of the demised premises; (ii) downspouts; (iii) gutters; (iv) the roof of the Building of which the demised premises forms a part; and (v) the plumbing and sewage system serving the demised premises but located outside of the demised premises, except (as to all items) for damage caused by any negligent act or omission of Sublessee or its customers, employees, agents, invitees, licensees or contractors, which shall be repaired or replaced as necessary, at the sole cost and expense of Sublessee. “Structural portions” shall mean only the following: (i) foundations; (ii) exterior walls except for interior faces); (iii) concrete slabs; (iv) the beams and columns bearing the main load of the roof; and (v) the floors (but not floor coverings).

     (b) Notwithstanding the provisions of Paragraph (a) above, Sublessor and Landlord shall not be obligated to repair the following: (i) the exterior or interior of any doors, windows, plate glass, or showcases surrounding the demised premises or the store front; (ii) heating, ventilating or air- conditioning equipment in the demised premises; and (iii) damage to Sublessee’s improvements or personal property caused by any casualty, burglary, break-in, vandalism, war or act of God. Sublessor shall, in any event, have ten (10) days after notice from Sublessee stating the need for repairs to complete same, or commence and proceed with due diligence to complete same. Sublessee expressly hereby waives the provisions of any law permitting repairs by a Sublessee at Sublessor’s expense.

     (c) The provisions of this Section 24 shall not apply in the case of damage or destruction by fire or other casualty or a taking under the power of eminent domain in which events the obligations of Sublessor shall be controlled by Section 23 and Section 17 respectively.

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SECTION 25. SUBLESSEE’S REPAIRS

     (a) Sublessee shall keep and maintain, at Sublessee’s expense, all and every other part of the demised premises in good order, condition and repair, including, by way of example but not limitation: (i) all subleasehold improvements; (ii) all heating, ventilating, and air conditioning; (iii) interior plumbing and sewage facilities; (iv) all interior lighting; (v) electric signs; (vi) all interior walls; (vii) floor coverings; (viii) ceilings; (ix) appliances and 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 current local and state fire protection standards. In the event local or state codes do not require alarm systems, Sublessee shall provide alarm service on all sprinkler systems to detect water flow and tampering with exterior and interior main control valves of the sprinkler system servicing Sublessee’s premises. Moreover, it shall be Sublessee’s responsibility to contact the Commercial Property Manager at 1798 Frebis Avenue, Columbus, Ohio 43206-3764, (614) 445-8461, in the event the sprinkler system in the demised premises is ever shut off for any reason, and advise same of any damage occasioned or caused by the actions of Sublessee, its agents, invitees, or employees, and/or as a result of Sublessee’s repair obligations hereunder.

     (b) If Sublessor deems any repair which Sublessee is required to make hereunder to be necessary, Sublessor may demand that Sublessee make such repair immediately. If Sublessee refuses or neglects to make such repair and to complete the same with reasonable dispatch, Sublessor may make such repair and Sublessee shall, on demand, immediately pay to Sublessor the cost of said repair, together with interest at ten percent (10%) per annum. Sublessor shall not be liable to Sublessee for any loss or damage that may accrue to Sublessee’s stock or business by reason of such work or its results.

     (c) Neither Sublessee nor any of its contractors are permitted access to or permitted to perform alterations of any kind to the roof of the building.

     (d) Sublessee shall pay promptly when due the entire cost of work in the demised premises undertaken by Sublessee so that the demised premises and the Shopping Center shall at all times be free of liens for labor and materials arising from such work; to procure all necessary permits before undertaking such work; to do all of such work in a good and workmanlike manner, employing materials of good quality; to perform such work only with contractors previously reasonably approved of in writing by Sublessor; to comply with all governmental requirements; and to save the Sublessor and its

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agents, officers, employees, contractors and invitees 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, any person, and/or damage to, or loss or destruction of, any property occasioned by or growing out of such work.

SECTION 26. COVENANT OF PEACEFUL POSSESSION

     Sublessor shall put Sublessee into complete and exclusive possession of the demised premises, and if Sublessee shall pay the rental and perform all the covenants and provisions of this Sublease to be performed by the Sublessee, Sublessee shall, during the term hereby demised, freely, peaceably, and quietly enjoy and occupy the full possession of the demised premises and the common facilities of the Shopping Center, subject, however, to the terms and conditions of this Sublease.

SECTION 27. SUBLESSEE’S AND SUBLESSOR’S INSURANCE; INDEMNITY

     (a) Casualty Insurance. Sublessee shall carry such insurance against loss of its property in, on or about the demised premises by fire and such other risks as are covered by all risk and extended coverage property insurance or other hazards as Sublessee deems necessary. Sublessor shall not be liable for any damage to Sublessee’s property in, on or about the demised premises caused by fire or other insurable hazards regardless of the nature or cause of such fire or other casualty, and regardless of whether any negligence of Sublessor or Sublessor’s employees or agents contributed thereto. Sublessee expressly releases Sublessor of and from all liability for any such damage. Sublessee agrees that its insurance policy or policies shall include a waiver of subrogation recognizing this resublease from liability.

     (b) Public Liability Insurance. Sublessee agrees to procure and maintain during the demised term a policy or policies of liability insurance, with product and/or completed operations liability and blanket contractual coverage, written by a responsible insurance company or companies (which may be written to include the demised premises in conjunction with other premises owned or operated by Sublessee) insuring Sublessee against any and all losses, claims, demands or actions for injury to or death of any one or more persons and for damage to property in any one occurrence in the demised premises to the limit of not less than $1,000,000.00 and $2,000,000.00 general aggregate policy limit arising from Sublessee’s conduct and operation of its business in the demised premises, $500,000.00 limit for fire and legal liability, and $1,000,000.00 limit for products and/or completed operations. Sublessee shall furnish to Sublessor certificates evidencing the continuous existence of such insurance coverage, which must also name Sublessor as an additional insured. All insurance companies must be

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licensed to do business in the state where the premises are located. Certificates of insurance will be provided at the time this Sublease is executed and twenty (20) days prior to expiration of the policy. Certificates of insurance are to specify notification to Sublessor of cancellation or termination of policy not less than ten (10) days prior to cancellation or termination.

     (c) Additional Insurance. Sublessee agrees to provide a comprehensive boiler and machinery policy on a repair or replacement cost basis with an admitted, reputable insurance carrier covering property damage, business interruption and extra expense as a result of a loss from
boiler(s), pressure vessel(s), HVAC equipment, or miscellaneous electrical apparatus within or, servicing the demised premises. The deductible for property damage shall not exceed Five Thousand Dollars ($5,000.00) per occurrence. Business interruption deductible may not exceed twenty-four (24) hours. The limits for loss shall be no less than the replacement cost of the structure plus betterments and improvements thereon, furniture, fixtures, equipment and inventory together with property of others in the care, custody and control of Sublessee. Business interruption limits shall be for the actual loss sustained.

     (d) Miscellaneous Insurance. Sublessee agrees to provide and keep in force at all times worker’s compensation insurance complying with the law of the state in which the premises are located. Sublessee agrees to defend, indemnify and hold harmless Sublessor from all actions or claims of Sublessee’s employees or employee’s family members. Sublessee agrees to provide a certificate as evidence of proof of worker’s compensation coverage.

     With respect to any alterations or improvements by Sublessee, Sublessee shall maintain contingent liability and builder’s risk coverage naming Sublessor as an additional named insured. If Sublessee hires contractors to do any improvements on the premises, each contractor must provide proof of worker’s compensation coverage on its employees and agents to Sublessor.

     (e) During the term of this Sublease, Sublessor or Landlord shall, at their sole cost and expense, provide and maintain or cause to be provided and maintained with respect to the premises, insurance on the common areas, the Sublessee’s store building and all other improvements in the Shopping Center in which the premises are situated. The Sublessor covenants and agrees that said insurance shall include protection against all the hazards covered by fire and extended coverage form of insurance policy and shall be in amounts which, in the event of damage or destruction, will yield funds adequate to restore the said improvements to at least the condition existing immediately prior to any such damage or destruction. Neither Sublessee nor any of its affiliates or subtenants shall be liable for any loss or

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damage, regardless of cause, resulting from fire, flood, act of God or other casualty. Sublessor shall also obtain or cause Landlord to obtain general comprehensive liability insurance for coverage and limits at least equal to that set forth in Section 27(b) for all portions of the Shopping Center (other than the premises or those areas insured by other lessees), including the common areas, protecting Sublessee for any and all claims for damages to persons or property or loss of life or property occurring upon, in or about the common areas and the remainder of the Shopping Center. Sublessor or Landlord, as the case may be, may use commercially reasonable deductibles as such party customarily carries in the conduct of its business; however, Sublessor or Landlord, as the case may be, shall be responsible for all liabilities not covered by deductibles or self-insured retention levels.

     (f) Indemnity. Sublessee shall indemnify Sublessor, Sublessor’s agents, employees, officers or directors, against all damages, claims and liabilities arising from any alleged products liability or from any accident or injury whatsoever caused to any person, firm or corporation during the demised term in the demised premises, unless such claim arises from a breach or default in the performance by Sublessor of any covenant or agreement on its part to be performed under this Sublease or the negligence of Sublessor. 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 proceeding brought thereon.

     (g) Sublessor shall indemnify Sublessee, Sublessee’s officers, directors, employees and agents against all damages, claims and liabilities arising from any accident or injury whatsoever caused to any person, firm or corporation during the demised term in the common areas of the Shopping Center, unless such claim arises from a breach or default in the performance by Sublessee of any covenant or agreement on Sublessee’s part to perform under this Sublease or the negligence of Sublessee. 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 proceeding brought thereon.

SECTION 28. REAL ESTATE TAXES

     Sublessee shall pay Sublessee’s Proportionate Share (as hereinafter defined) of any real estate taxes imposed upon the Shopping Center for each sublease year included within the period commencing with the Commencement Date and ending with the expiration of the term of this Sublease. For each sublease year, “Sublessee’s Proportionate Share” of the real estate taxes upon the Shopping Center (including the Common Areas) shall be the product of such taxes multiplied by a fraction, the numerator

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of which shall be the ground floor area (expressed in square feet) of the Demised Premises and the denominator of which shall be the gross leasable floor area (expressed in square feet) of the Shopping Center.

     For the purpose of this Sublease, the term “real estate taxes” shall include all amounts payable as real estate taxes under the Master Lease.

     The real estate taxes for any sublease year shall be the real estate taxes for the tax year terminating during said sublease year. If any sublease year shall be greater than or less than twelve (12) months, or if the real estate tax year shall be changed, an appropriate adjustment shall be made. If there shall be more than one taxing authority, the real estate taxes for any period shall be the sum of the real estate taxes for said period attributable to each taxing authority. If, upon the assessment day for real estate taxes for any tax year fully or partly included within the term of this Sublease, a portion of such assessment shall be attributable to buildings in the process of construction, a fair and reasonable adjustment shall be made to carry out the intent of this section.

     Sublessor shall submit to Sublessee true copies of the real estate tax bill for each tax year or portion of a tax year included within the term of this Sublease and shall bill Sublessee for the amount to be paid by Sublessee hereunder. Said bill shall be accompanied by a computation of the amount payable by Sublessee and such amount shall be paid by Sublessee within thirty (30) days after receipt of said bill.

     Should the State of Pennsylvania or any political subdivision thereof or any governmental authority having jurisdiction thereof, impose a tax and/or assessment (other than an income or franchise tax) upon or against the rentals payable hereunder, in lieu of or in addition to assessments levied or assessed against the demised premises, or Shopping Center, then such tax and/or assessment shall be deemed to constitute a tax on real estate for the purpose of this section. Notwithstanding the above, Sublessee’s prorata share of real estate taxes shall not exceed a pro rata share of Sublessor’s expenses therefor pursuant to the Master Lease.

SECTION 29. SUBLESSEE’S INSURANCE CONTRIBUTION

     Sublessee shall pay as additional rent, Sublessee’s Proportionate Share (as defined in Section 28 above) of the premiums for the insurance maintained by Sublessor on all buildings and improvements, as well as liability insurance for the Shopping Center, including the common areas, for each sublease year during the term of this Sublease, or, alternatively, all amounts maintained therefor by Landlord under the Master Lease. The premiums for the first and last sublease years shall be prorated. Sublessee

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shall pay Sublessee’s Proportionate Share of such premiums annually upon demand for such payment by Sublessor. Sublessee’s Proportionate Share thereof shall be paid by Sublessee within thirty (30) days after Sublessor’s demand therefor. Notwithstanding the above, Sublessee’s prorata share of insurance costs shall not exceed a pro rata share of Sublessor’s expense therefor pursuant to the Master Lease.

SECTION 30. FIXTURES

     Provided that Sublessee shall repair any damage caused by removal of its property and provided that the Sublessee is not in default under this Sublease, Sublessee shall have the right to remove from the demised premises all of its signs, shelving, electrical, and other fixtures and equipment, window reflectors and backgrounds and any and all other trade fixtures which it has installed in and upon the demised premises.

SECTION 31. SURRENDER

     The Sublessee covenants and agrees to deliver up and surrender to the Sublessor the physical possession of the demised premises upon the expiration of this Sublease or its termination as herein provided in as good condition and repair as the same shall be at the commencement of the original term, loss by fire and/or ordinary wear and tear excepted, and to deliver all of the keys to Sublessor or Sublessor’s agents.

SECTION 32. HOLDING OVER

     There shall be no privilege of renewal hereunder (except as specifically set forth in this Sublease) and any holding over after the expiration by the Sublessee shall be from day to day on the same terms and conditions (with the exception of rental which shall be prorated on a daily basis at twice the daily rental rate of the most recent expired term) at Sublessor’s option; and no acceptance of rent by or act or statement whatsoever on the part of the Sublessor or his duly authorized agent in the absence of a written contract signed by Sublessor shall be construed as an extension of the term or as a consent for any further occupancy.

SECTION 33. NOTICE

     Whenever under this Sublease provisions are made for notice of any kind to Sublessor, it shall be deemed sufficient notice and sufficient service thereof if such notice to Sublessor is in writing, addressed to Sublessor at 1798 Frebis Avenue, Columbus, Ohio 43206-3764, or at such address as Sublessor may notify Sublessee in writing, and deposited in the United States mailed by registered or certified mail, return receipt requested, with postage prepaid or Federal Express, Express Mail or such other expedited

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mail service as normally results in overnight delivery, with a copy of same sent in like manner to President, Real Estate, 1800 Moler Road, Columbus, Ohio 43207. Notice to Sublessee shall be sent in like manner to 1675 Watkins Road, Columbus, Ohio 43207. All notices may be effective upon receipt or refusal of receipt. Either party may change the place for service of notice by notice to the other party.

SECTION 34. DEFAULT

     (a) Elements of Default: The occurrence of any one or more of the following events shall constitute a default of this Sublease by Sublessee:

     1. Sublessee fails to pay any monthly installment of minimum rent and/or additional rent within ten (10) days after the same shall be due and payable and, for the first two (2) times in any twelve (12) month period, within five (5) days after receipt of written notice thereof;

     2. Sublessee fails to perform or observe any term, condition, covenant or obligation required to be performed or observed by it under this Sublease for a period of twenty (20) days after notice thereof from Sublessor; provided, however, that if the term, condition, covenant or obligation to be performed by Sublessee is of such nature that the same cannot reasonably be cured within twenty (20) days and if Sublessee commences such performance or cure within said twenty (20) day period and thereafter diligently undertakes to complete the same, then such failure shall not be a default hereunder if it is cured within a reasonable time following Sublessor’s notice, but in no event later than forty-five (45) days after Sublessor’s notice.

     3. If Sublessee refuses to take possession of the demised premises at the delivery of possession date.

     4. A trustee or receiver is appointed to take possession of substantially all of Sublessee’s assets in, on or about the demised premises or of Sublessee’s interest in this Sublease (and Sublessee or any guarantor of Sublessee’s obligations under this Sublease does not regain possession within sixty (60) days after such appointment); Sublessee makes an assignment for the benefit of creditors; or substantially all of Sublessee’s assets in, on or about the demised premises or Sublessee’s interest in this Sublease are attached or levied upon under execution (and Sublessee does not discharge the same within sixty (60) days thereafter).

     5. A petition in bankruptcy, insolvency, or for reorganization or arrangement is filed by or against Sublessee or any guarantor of Sublessee’s obligations under this Sublease pursuant to any

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Federal or state statute, and, with respect to any such petition filed against it, Sublessee or such guarantor fails to secure a stay or discharge thereof within sixty (60) days after the filing of the same.

     (b) Sublessor’s Remedies: Upon the occurrence of any event of default, Sublessor shall have the following rights and remedies, any one or more of which may be exercised without further notice to or demand upon Sublessee:

     1. Sublessor may re-enter the demised premises and cure any default of Sublessee, in which event Sublessee shall reimburse Sublessor for any cost and expenses which Sublessor may incur to cure such default; and Sublessor shall not be liable to Sublessee for any loss or damage which Sublessee may sustain by reason of Sublessor’s action.

     2. Sublessor may terminate this Sublease or Sublessee’s right to possession under this Sublease as of the date of such default, in which event: (a) neither Sublessee nor any person claiming under or through Sublessee shall thereafter be entitled to possession of the demised premises, and Sublessee shall immediately thereafter surrender the demised premises to Sublessor; (b) Sublessor may re-enter the demised premises and dispose Sublessee or any other occupants of the Premises by force, summary proceedings, ejectment or otherwise, and may remove their effects, without prejudice to any other remedy which Sublessor may have for possession or arrearages in rent; and (c) not withstanding a termination of this Sublease, Sublessor may re-let all or any part of the demised premises for a term different from that which would otherwise have constituted the balance of the term of this Sublease and for rent and on terms and conditions different from those contained herein, whereupon Sublessee shall immediately be obligated to pay to Sublessor as liquidated damages the difference between the rent provided for herein and that provided for in any sublease covering a subsequent re-letting of the demised premises, for the period which would otherwise have constituted the balance of the term of this Sublease, together with all of Sublessor’s costs and expenses for preparing the demised premises for re-letting, including all repairs, Sublessee finish improvements, broker’s and attorney’s fees, and all loss or damage which Sublessor may sustain by reason of such termination, re-entry and re-letting, it being expressly understood and agreed that the liabilities and remedies specified herein shall survive the termination of this Sublease. Notwithstanding a termination of this Sublease by Sublessor, Sublessee shall remain liable for payment of all rentals and other charges and costs imposed on Sublessee herein, in the amounts, at the times and upon the conditions as herein provided. Sublessor shall credit against such liability of the Sublessee all amounts received by Sublessor from such re-letting after first

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reimbursing itself for all reasonable costs incurred in curing Sublessee’s defaults and re-entering, preparing and refinishing the demised premises for re-letting, and re-letting the demised premises.

     3. Upon termination of this Sublease pursuant to Section 34(b)2, Sublessor may recover possession of the demised premises under and by virtue of the provisions of the laws of the State of Pennsylvania, or by such other proceedings, including reentry and possession, as may be applicable.

     4. Any damage or loss of rent sustained by Sublessor may be recovered by Sublessor, at Sublessor’s option, at the time of the reletting, or in separate actions, from time to time, as said damage shall have been made more easily ascertainable by successive relettings, or at Sublessor’s option in a single proceeding deferred until the expiration of the term of this Sublease (in which event Sublessee hereby agrees that the cause of action shall not be deemed to have accrued until the date of expiration of said term) or in a single proceeding prior to either the time of reletting or the expiration of the term of this Sublease.

     5. In the event of a breach by Sublessee of any of the covenants or provisions hereof, Sublessor shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if reentry, summary proceedings, and other remedies were not provided for herein. Mention in this Sublease of any particular remedy shall not preclude Sublessor from any other rem