L E A S E

Exhibit 10.54

L E A S E

TABLE OF CONTENTS

LIST OF EXHIBITS :

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 43207 and 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 be performed by Tenant, does hereby lease unto Tenant approximately 23,556 square feet of leasable space (hereinafter referred to as the “premises” or “demised premises”) on the ground floor of an existing multi-tenant building (the “Building”) in the shopping center commonly known as Lincoln Plaza, Township of Middletown, County of Bucks and Commonwealth of Pennsylvania (hereinafter referred to as the “Shopping Center” or “Center”). The location, size, and area of the demised premises 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 on Exhibit “A-2” , attached hereto and made a part hereof. Landlord shall not change the configuration of the Shopping Center so as to materially adversely affect access to, visibility of or parking for the premises without the prior written consent of Tenant, nor to the extent that it has the authority to do so under the Master Lease (as hereinafter defined), shall Landlord consent to or permit any such change in configuration.

     (b) Landlord and Tenant acknowledge that, notwithstanding any reference herein to the contrary, this Lease is in fact a sub, sublease. Landlord holds a leasehold interest in the Building and the premises pursuant to the Master Lease. For purposes hereof, the “Master Lease” is that 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 Plaza Associates (“Master Landlord”) and Builders Square, Inc. Landlord is the successor in interest to the interest of Builders Square, Inc. under the Master Lease. This Lease is subject and subordinate to the Master Lease.

     (c) Landlord covenants and agrees that Landlord shall at all times comply with and fully perform 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 Master Lease or would cause the Master Lease to be canceled, terminated or forfeited by virtue of any rights of cancellation, termination, or forfeiture reserved or vested in Master Landlord under the Master Lease, (ii) exercise any right reserved or vested in Landlord to cancel, terminate or forfeit the Master Lease, including, without limitation, any termination rights for casualty or condemnation or (iii) modify, amend or terminate the Master Lease.

     (d) Landlord agrees to forward to Tenant, upon receipt thereof from Master Landlord, a copy of each 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 (as hereinafter defined) and ending on April 28, 2013, unless earlier terminated or extended as herein provided.

SECTION 3. COMMENCEMENT DATE

     (a) As herein used, the phrase “commencement date” shall mean the earlier of: (i) the day Tenant opens for business in the demised premises, or (ii) sixty (60) days after Landlord has delivered to Tenant possession of the demised premises as same are to be substantially completed by Landlord and ready for occupancy, as set forth in (b) below. Landlord agrees to deliver the demised premises to Tenant with Landlord’s Work (as set forth on Exhibit “B” , attached hereto 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 later than October 6, 2006 of the status of Landlord’s construction and the estimated date that Landlord shall deliver the Premises to Tenant with Landlord’s Work substantially completed (the “Estimated Delivery Date”). Landlord may, but is under no obligation, to revise the Estimated Delivery Date any time prior to thirty (30) days prior to the Estimated Delivery Date (the “Final Delivery Notice Date”), 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 be substantially completed and the Leased Premises delivered to Tenant. Upon the sending of the Final Delivery 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 the Estimated Delivery Notice shall be the Final Delivery Notice and the Estimated Delivery Date shall be the Final Delivery Date. The Final Delivery Date shall not be earlier than (i) thirty (30) days after the date Tenant receives the Final Delivery Notice, or (ii) the first day of the Delivery Period. If Landlord does not deliver the demised premises to Tenant as required herein by October 1, 2006, Tenant may defer delivery until January 2, 2007. If Landlord does not deliver the demised premises to Tenant thereafter on or before March 1, 2007, Tenant may terminate this Lease or defer delivery until June 1, 2007. If Landlord does not deliver the demised premises to Tenant thereafter on or before June 1, 2007, Tenant may terminate this Lease. In the event that the demised premises and Landlord’s Work are not substantially completed and delivered to Tenant on or before the Final Delivery Date, the minimum rent due hereunder shall be adjusted so that, after the Rent Commencement Date, the Tenant shall receive a credit against minimum rent thereafter due Landlord equal to one (1) day of minimum rent for each day after the Final Delivery Date until delivery 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 accept possession of the demised premises prior to the later of (a) substantial completion of Landlord’s Work, (b) the first day of the Delivery Period and (c) the Final Delivery Date. Time is of the essence regarding all dates set forth in this Section 3(a). Landlord shall obtain a certificate of occupancy or completion, permit or the local equivalent that is required for Landlord’s Work at the demised premises so that Tenant may obtain a building permit for Tenant’s Work and commence performance of the same.

     (b) Possession of the demised premises shall not be deemed to have been given to Tenant unless the demised premises are ready for the installation of Tenant’s fixtures and finishing work by Tenant, 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, and until Landlord has substantially completed Landlord’s Work. Tenant shall supply Landlord with Tenant’s prototypical plans and specifications, and Landlord shall prepare plans and specifications for the Premises at Landlord’s expense, for Tenant’s approval. All such Landlord’s Work shall be done at Landlord’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 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 Landlord’s construction activities. All work other than that to be performed by Landlord is to be done by Tenant within ninety (90) days after the date possession of the demised premises has been delivered to Tenant, at Tenant’s expense in accordance with the provisions of this Lease and as set forth in the schedule entitled Description of Tenant’s Work and attached hereto as Exhibit “C” and made a part hereof. All Tenant’s Work shall be performed lien free by Tenant, in a good and workmanlike manner (employing materials of good quality) in compliance with all governmental requirements. In the event a mechanic’s lien is filed against the demised premises or the Shopping Center on account of Tenant’s Work, 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 into the validity or merits 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 such earlier time that Tenant enters the demised premises to prepare for its occupancy until the commencement date of the lease term, Tenant shall observe and perform all of its obligations under this 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 and provided for in Section 16(b) hereof) “real estate taxes” (defined and provided for in Section 28(b) hereof) and insurance (provided for in Section 29 hereof). In the event Tenant fails to open for business within one hundred twenty (120) days after the date possession of the demised premises has been delivered to Tenant, Landlord, in addition to any and all other available remedies, may require Tenant to pay to Landlord, in addition to all other rent and charges herein, as liquidated damages 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 the performance of Landlord’s Work and Tenant’s Work have been satisfied and all approvals required from 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 on its part to be performed under this Lease and is not in default under this Lease, Tenant may, by giving written notice to the Landlord at least six (6) months on or before the expiration of the initial term of this Lease, extend such term for a period of five (5) years 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 $31,408.00 each month.

     (b) Provided Tenant has fully complied with all of the terms, provisions and conditions on its part to be performed under this Lease, is not in default under this Lease and has exercised its first 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 term for an additional period of four (4) years upon the same covenants and agreements as the first extended term except that the minimum rent (as increased pursuant to Section 4(a) above) during this 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 Lease so as to extend the term thereof for a period of time equal to or greater than the term hereof, as extended 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, equal consecutive monthly installments of $27,482.00, 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 Lease, monthly installments of $29,445.00 each calendar month during the balance of the initial term of this Lease. All such rental shall be payable to Landlord in advance, without prior written notice or demand and without any right of deduction, abatement, counterclaim or offset whatsoever (unless specifically permitted in this Lease). In no event shall Tenant have the right to offset more than twenty-five percent (25%) of minimum rent in any calendar month, and Tenant shall have no right to offset against any additional rent other than any percentage rent payable hereunder. As used in this Lease, the terms “minimum rent” and “minimum rental” mean the minimum rental set forth in this Section 5(a) as adjusted pursuant to Section 4 hereof. As used in this Lease, the terms “rent and “rental” mean minimum rental, percentage rental, additional rental and all 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 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.

     (c) Until further notice to Tenant, all rental payable under this Lease shall be payable to Landlord 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, then all such amounts shall bear interest from the due date thereof until the date paid at the rate of interest equal to two percent (2%) over the prime rate in effect from time to time as established by National City Bank, Columbus, Ohio (the “Interest Rate”), and shall be due and payable by Tenant without notice or demand, Tenant shall pay the foregoing interest thereon in addition to all default 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 to Landlord as additional rental, simultaneously with the payment of minimum rental called for under Section 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 for in 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 in Section 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 in Section 29 hereof).

     (f) For purposes hereof, a lease year shall consist of a consecutive twelve (12) calendar month period commencing on the commencement of the term of this Lease; provided, however, that if this Lease commences on a day other than the first day of a calendar month, then the first lease year shall consist of such fractional month plus the next succeeding twelve (12) full calendar months, and the last lease year shall consist of the period commencing from the end of the preceding lease year and ending with the end of the term of the Lease, 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 lease year, the percentage rental for such lease year shall be adjusted on a pro rata 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, in addition to minimum rent, upon the conditions and at the times hereinafter set forth, percentage rent 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 shall constitute the “Breakpoint Amount” for purposes hereof, except with respect to Percentage Rent Years 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 of percentage rent in a particular Percentage Rent Year only if Landlord has liability to Master Landlord for the payment of percentage rent under the Master Lease for the corresponding Percentage Rent Year, based upon the gross sales during such Percentage Rent Year of all occupants of the Building. Within thirty (30) days after the end of each Percentage Rent Year, Tenant shall deliver to Landlord a statement signed by an authorized representative of Tenant setting forth Tenant’s gross sales for such Percentage Rent Year. In the event that Tenant’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 a statement signed by an authorized representative of Landlord setting forth the gross sales of all occupants 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 that percentage rent shall be payable by Tenant for such Percentage Rent Year, it shall be paid by Tenant to the Landlord within thirty (30) days after receipt of Landlord’s statement. In the event that Landlord fails to provide any such statement to Tenant within ninety (90) days after receipt of Tenant’s statement of gross sales, it shall be conclusively presumed that no percentage rent is due from Tenant for such Percentage Rent Year.

     (b) For purposes hereof, a Percentage Rent Year shall correspond to the Percentage Rent Year under 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 Percentage Rent Year shall consist of the period from the commencement date through the next following January 31, plus the next succeeding fifty-two week period, and the last Percentage Rent Year shall consist of the period commencing from the end of the preceding Percentage Rent Year and ending with the end of the term of the Lease, whether by expiration of term or otherwise. Percentage rent for any Percentage Rent Year which is greater than or less than fifty-two (52) weeks shall be calculated based upon the amount by which two percent (2%) of Tenant’s gross sales for such Percentage Rent Year exceeds a Breakpoint Amount equal to $6,500,000, multiplied by a fraction, the numerator of which 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 by Tenant, 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 hours in Tenant’s corporate office, Tenant’s books and records relating to Tenant’s gross sales for a period of two (2) years after the end of each Percentage Rent Year. Landlord agrees that no contingency 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 rent due, shall pay the reasonable cost of the audit within thirty (30) days of Tenant’s receipt of Landlord’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 the computation of percentage rental due for any one period shall be based on the gross sales for such Percentage Rent Year.

     (e) The term “gross sales” as used in this Lease 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 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 sales 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.

     (f) Tenant shall keep at its principal executive offices, where now or hereafter located, true and accurate accounts of all receipts from the demised premises. Landlord, its agents and accountants, shall have access to such records at any and all times during regular business hours for the purpose of examining or auditing the same. Tenant shall also furnish to Landlord any and all supporting data in its possession relating to gross sales and any deductions therefrom as Landlord may reasonably require. Landlord agrees to keep any information obtained therefrom confidential, except as may be required for Landlord’s tax returns, or in the event of litigation or 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 forth in 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 to the 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 Book 2324, Page 1079 of the Bucks County, Pennsylvania Recorder’s Office, and (ii) a certain Declaration of Easements dated December 10, 1971 among McStone, John W. Messium, Bucks Associates, and The Fidelity Bank, recorded in Deed Book 2027, Page 733 of the Bucks County, Pennsylvania Recorder’s Office (the foregoing items (i) and (ii), collectively, the “OEA”). Tenant agrees that it shall abide 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 interior non-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 for adapting the demised premises to the requirements and uses of Tenant and for the installation of its fixtures, appliances and equipment. Any structural or exterior alteration may only be made by Tenant upon compliance with the requirements of the Master Lease and with the prior written approval of Master Landlord, which approval may be granted or withheld in Landlord’s sole discretion. All plans for any structural alterations shall be submitted to Landlord for endorsement of its approval prior to commencement of work. Upon Landlord’s request, Tenant shall be obligated, if it remodels and/or alters the demised premises, to restore the demised premises upon vacating the same. Tenant will indemnify and save harmless the Landlord from and against all mechanics liens or claims by reason of repairs, alterations or improvements which may be made by Tenant 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 tenants in the Shopping Center, Tenant shall, if so directed in

writing by Landlord, 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 tenants of the Shopping Center for the duration of such alterations, additions or other work. If Landlord determines, in its sole judgment, that Tenant has failed to take any of such necessary protective measures, and Tenant fails to cure same within ten (10) days after notice thereof, Landlord may do so and Tenant shall reimburse Landlord for 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 performed lien free by Tenant. In the event a mechanic’s lien is filed against the premises or the Shopping Center, 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 into the validity or merits of such lien, and all sums so advanced shall be paid on demand by Tenant as additional rent.

SECTION 9. UTILITIES

     (a) The Tenant 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. Landlord will separately meter or submeter utilities prior to delivery. Landlord shall provide, or cause to be provided, all such utility services to the premises during the term of this Lease. Tenant shall be responsible for all utility services and costs inside the premises. Landlord shall not be liable for the quality or quantity of or interference involving such utilities unless due directly to Landlord’s negligence.

     (b) During the term hereof, whether the demised premises are occupied or unoccupied, Tenant 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.

SECTION 10. GLASS

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

SECTION 11. PERSONAL PROPERTY

     The Tenant 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 Tenant’s sole risk, or at the risk of those claiming under the Tenant, and that the Landlord shall not be liable for any damage to said property or loss suffered by the business or occupation of the Tenant caused in any manner whatsoever.

SECTION 12. RIGHT TO MORTGAGE

     (a) Landlord reserves the right to subject and subordinate this Lease at all times to the lien of any leasehold deed of trust, mortgage or mortgages now or hereafter placed upon Landlord’s interest in the Master Lease; provided, however, that no default by Landlord, under any deed of trust, mortgage or mortgages, shall affect Tenant’s rights under this Lease, so long as Tenant performs the obligations imposed upon it hereunder and is not in default hereunder, and Tenant 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 Tenant receiving a commercially reasonable non-disturbance agreement. It is a condition, however, to the subordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement in writing, 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 its part to be kept and performed under the terms of this Lease and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under such mortgage.

     (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 Lease upon notice of such mortgagee’s name and address from Landlord. Furthermore, such mortgagee shall have 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 Master Landlord if required by the provisions thereof, Tenant may assign Tenant’s interest in this Lease or 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 assignee or subtenant shall be bound by the terms of this Lease. Tenant shall deliver to Landlord in the ordinary course of its business an instrument whereby the assignee or entity succeeding to Tenant’s interest 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 whole or 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) to any entity to which Landlord transfers its Master Lease leasehold interest in the Master Lease provided such entity (i) agrees in writing to be bound by all the terms of this Lease and (ii) such assignment is pursuant to a bona fide arm’s length transaction not designed to reduce Landlord’s liability or to otherwise exempt Landlord from any provision of this Lease or (b) subject to Section 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 designated by Master Landlord and made available by Master Landlord in the exercise of good business judgment for the common use and benefit of tenants 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 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 have exclusive control of the common areas. Landlord shall diligently exercise all of its rights under the Master Lease to cause Master Landlord to operate and maintain all or any part of the common areas, on such terms and conditions as is required of Master Landlord under the Master Lease and shall enforce the obligation of Master Landlord to so perform the same for the benefit of Tenant and other tenants of the Shopping Center.

     (b) Subject to the rights granted in the Master Lease to conduct sidewalk sales and otherwise use the common areas for sales purposes, Tenant shall keep all common areas free of obstructions created or permitted by Tenant. Except as aforesaid, Tenant shall permit the use of the common areas only for normal parking and ingress and egress by its customers and suppliers to and from the demised premises. If in Landlord’s opinion unauthorized persons are using any of the common areas by reason of Tenant’s occupancy of the demised premises, Landlord 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, Tenant, 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, TENANT’S SHARE

     (a) Tenant shall initially pay as additional rental, simultaneously with the payment of minimum rental called for under Section 5(a), the estimated monthly amount of Tenant’s Proportionate Share of the “Maintenance Costs” (as defined in Section 16(c) below) for the operation 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 “Maintenance Costs” (as defined in Section 16(c) below) for the operation and maintenance of the common areas during the initial Maintenance Cost Year. For purposes hereof, a Maintenance Cost Year shall correspond to the “Lease Year” or other accounting period for which Master Landlord accounts for and invoices Landlord for “Common Area Charges” under the Master Lease. Unless otherwise directed to 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 the provisions of the Master Lease and shall include all costs of operating, maintaining, repairing and replacing the common areas, to the extent provided in the Master Lease (the foregoing are collectively referred to herein as “Maintenance Costs”).

     (c) Landlord shall to the extent permitted by the Master Lease require that Master Landlord maintain accurate and detailed records of all Maintenance Costs for the common areas in accordance with generally accepted accounting principles and as provided in the Master Lease. For purposes of this section, “Tenant’s Proportionate Share of Maintenance Costs” shall be the product of the Maintenance Costs properly billed to Landlord by Master Landlord under the Master Lease as Landlord’s proportionate share of Maintenance Costs, multiplied by a fraction, the numerator of which shall be the gross leasable area (expressed in square feet) of the demised premises and the denominator of which shall be the gross leasable area (expressed in square feet) of all leasable space 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 computed by the Landlord within ninety (90) days after the receipt of an invoice therefor from Master Landlord. At that time Landlord shall furnish to Tenant a statement showing in reasonable detail the actual Maintenance Costs incurred during such Maintenance Cost Year, a copy of the invoice therefor from Master Landlord and Tenant’s Proportionate Share thereof (prorated to the extent that the term of this Lease was not in effect for the entire Maintenance Cost 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). Any excess payments from Tenant shall be applied to the next installments of the Maintenance Costs hereunder, or refunded by Landlord. Any underpayments by Tenant shall be paid to Landlord within thirty (30) days after receipt of such reconciliation statement. Tenant’s estimated monthly Maintenance Cost hereunder may be adjusted by written notice from Landlord.

     (e) If Tenant, for any reason in the exercise of good business judgment, questions or disputes any statement of Maintenance Costs prepared by Master Landlord/Landlord, then Tenant, at its own expense and to the extent permitted by the Master Lease and subject to the terms of the Master Lease, may employ such accountants as Tenant may select to review Master Landlord/Landlord’s books and records solely with respect to Maintenance Costs during the prior two Maintenance Cost Years and to determine the amount of Maintenance Costs for the period or periods covered by such statements. In such event, Landlord shall exercise such rights as it has under the Master Lease so as to permit the review by Tenant of Master Landlord’s books and records. If the report of the accountants employed by Tenant shall show any overcharge paid by Tenant, then Tenant shall receive a credit from Landlord for such difference; Landlord shall have such rights against Master Landlord as are provided in the Master Lease. Any underpayment shall be paid by Tenant. Tenant agrees that no contingency fee auditors shall be employed by Tenant for the purpose of conducting any such audit. In the event that Landlord questions or disputes the correctness of such report, the accountants employed by Tenant and the accountants employed by Landlord shall endeavor to reconcile the question(s) or dispute(s) within thirty (30) days after the notice from Tenant questioning or disputing the report of

Landlord’s accountants. In the event that it is finally determined by the parties that Master Landlord has overstated Maintenance Costs for any Maintenance Cost Year by an amount requiring the Master Landlord to reimburse Landlord 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, if Maintenance Costs cannot be verified due to the insufficiency or inadequacy of Master Landlord/Landlord’s records, then Landlord shall pay the cost of the audit. Landlord shall have such rights against Master Landlord with respect to the foregoing as are provided in the Master Lease.

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 leasehold, reversion and fee, shall belong to the Landlord and Tenant hereby assigns 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 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 Tenant’s business, the Landlord 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. The entire award paid on account thereof shall be paid to the Landlord. 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 Tenant’s business, then this Lease 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 released from all further obligations hereunder except as herein stated and Tenant shall have no claim for any compensation on account of its leasehold interest. Any such appropriation or condemnation proceedings shall not operate as or be deemed an eviction of Tenant or a breach of Landlord’s covenant of quiet enjoyment and Tenant shall have 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 by public or quasi-public use or condemned under eminent domain, then at the option of the Landlord or Tenant upon the giving of thirty (30) days written notice (after such taking or condemnation), this Lease 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.

     (d) The rights of Landlord and Tenant set forth in this Section 17 are subject to the rights of the Master Landlord to terminate the Master Lease, as therein provided, in which event this Lease shall terminate simultaneously therewith.

SECTION 18. TENANT’S TAXES

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

SECTION 19. RISK OF GOODS

     All personal property, goods, machinery, and merchandise in said demised premises shall be at Tenant’s risk if damaged by water, fire, explosion, wind or accident of any kind, and Landlord shall have no responsibility therefore or liability for any of the foregoing and Tenant hereby releases 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 other footwear in the demised premises, fully staffed and stocked and equivalent to other DSW stores operated by Tenant in the Commonwealth of Pennsylvania (the “Permitted Use”). Tenant may thereafter change its use to any other lawful retail use, subject to (i) any restriction on use imposed 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 in effect for the Building as of the date hereof, for so long as and to the extent said exclusives and prohibited uses are still in full force and effect.

     Landlord represents and warrants to Tenant that there is no restriction in the OEA, Master Lease, zoning laws or other applicable instrument or laws or regulations, on the use of the demised premises by Tenant for the Permitted Use.

     (b) For so long as Tenant is continuously and regularly operating its business in the demised premises, Landlord will not lease any space within the Building or permit any space within the Building to be used by any person, persons, partnership or entity who devotes five percent (5%) or more of its selling area to the sale of footwear (the “Exclusive Use”). The foregoing limitation shall 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 and similar type stores. Tenant acknowledges that this Section 20(b) applies only to the Building and that Master Landlord is not restricted by the terms hereof.

     (c) Tenant shall at all times conduct its operations on the demised premises in a lawful manner 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 hereafter be in force, which shall impose any duty upon Landlord or Tenant with respect to the business of Tenant and the use, occupancy or alteration of the demised premises. Tenant 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. Tenant covenants and agrees that the demised premises shall not be abandoned or left vacant and that only minor portions of the demised premises shall be used for office or storage space in connection with Tenant’s business conducted in the demised premises.

     Without being in default of this Lease, Tenant shall have the right to cease operating (go dark) at any time and for whatever reason after the first day of operations. Notwithstanding the foregoing, Tenant’s right to vacate (go dark), shall not release or excuse the Tenant from any obligations or liabilities, including the payment of minimum rent and additional rent and other charges, under this Lease without the express written consent of Landlord. In the event Tenant fails 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 as Landlord’s sole remedy, provided that if Tenant recommences operating fully stocked in substantially all of the premises within such thirty (30) days, Landlord’s termination shall be null and void. In the event Tenant fails to open and operate as provided above or shall cease operating as provided above, Landlord’s sole remedy on account thereof shall be limited to the right to elect to recapture the premises and terminate the Lease, whereupon there shall be no further liability of the parties hereunder. Such termination shall be effective upon written notice 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 right to notify Landlord of Tenant’s intention to reopen for business in the demised premises within sixty (60) days, followed by Tenant’s actually reopening for business fully stocked in substantially all of the demised premises within such sixty (60) day period, which notice and actual 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 or permit to be used any space in the Building for any use prohibited by the Master Lease or for the operation of a bingo parlor, bar, tavern, restaurant, cocktail lounge, adult book or adult video store (defined for the purposes hereof as a store devoting ten percent (10%) or more of its floor space to offering books and/or video materials for sale or for rent which are directed to or restricted to adult customers due to sexually explicit subject matter or for any other reason making it inappropriate for general use), adult the