EX-10.1 2 l30457aexv10w1.htm EX-10.1 LANDLORD: 4300 Venture 34910 LLC 1798 Frebis Avenue Columbus, Ohio 43206-0410 TENANT: eTailDirect LLC 810 DSW Drive Columbus, Ohio 43219 LEASED PREMISES: Up to 811,000 square feet in Building 3 4314 East Fifth...

EX-10.1 2 l30457aexv10w1.htm EX-10.1

Exhibit 10.1 INDUSTRIAL LEASE — NET



LANDLORD:		4300 Venture 34910 LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-0410

TENANT:		eTailDirect LLC ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

LEASED PREMISES:		Up to 811,000 square feet in Building ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

INDUSTRIAL LEASE — NET TABLE OF CONTENTS


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▇.	▇▇▇▇▇, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS		1

	1.1	Grant			1
	1.2	Delivery			2
	1.3	Term; Options to Extend; Options to Terminate			2
	1.4	Tenant's Pro Rata Share			3
	1.5	Agent			3
	1.6	Basic Lease Provisions			3
	1.7	Conditions to Lease; Indemnifications			5

II.	POSSESSION		6

	2.1	Possession			6
	2.2	Tenant’s Work			6
	2.3	Landlord’s Work			7

III.	PURPOSE		8

	3.1	Purpose			8
	3.2	Use of Real Estate			9

IV.	RENT		9

	4.1	Annual Rent			9
	4.2	Interest on Late Payments			10
	4.3	Additional Rent			10

V.	IMPOSITIONS		10

	5.1	Payment by Tenant			10
	5.2	Alternative Taxes			12
	5.3	Other Taxes			12

VI.	RISK ALLOCATION AND INSURANCE		12

	6.1	Allocation of Risks			12
	6.2	Tenant's Insurance			13
	6.3	Landlord's Insurance			15
	6.4	Form of Insurance			15
	6.5	Insurance Premiums			16
	6.6	Fire Protection			16
	6.7	Waiver of Subrogation			17
	6.8	Disclaimer of Liability			17


				Page

VII.	DAMAGE OR DESTRUCTION		18

	7.1	Landlord’s Obligation to Rebuild			18
	7.2	Tenant’s Rights After Casualty			18

VIII.	CONDEMNATION		19

	8.1	Taking of Whole			19
	8.2	Partial Taking			19
	8.3	Temporary Taking			19
	8.4	Payment to Tenant			19

IX.	MAINTENANCE AND ALTERATIONS		20

	9.1	Landlord’s Maintenance.			20
	9.2	Tenant’s Maintenance.			20
	9.3	HVAC Maintenance, Repair and Replacement			21
	9.4	Alterations			22

X.	ASSIGNMENT AND SUBLETTING		23

	10.1	Consent Required			23
	10.2	Other Transfer of Lease			24

XI.	LIENS AND ENCUMBRANCES		24

	11.1	Encumbering Title			24
	11.2	Liens and Right to Contest			24

XII.	UTILITIES		25

	12.1	Utilities			25

XIII.	INDEMNITY		26

	13.1	Indemnity			26

XIV.	RIGHTS RESERVED TO LANDLORD		27

	14.1	Rights Reserved to Landlord			27
	14.2	Maintenance Costs			28

XV.	QUIET ENJOYMENT		29

	15.1	Quiet Enjoyment			29

XVI.	SUBORDINATION OR SUPERIORITY		29

	16.1	Subordination or Superiority			29


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XVII.	SURRENDER		30

	17.1	Surrender			30
	17.2	Removal of Tenant’s Property			31
	17.3	Holding Over			31

XVIII.	ENVIRONMENTAL CONDITIONS		31

	18.1	“Environmental Condition” Defined			31
	18.2	Compliance by Tenant			32
	18.3	Environmental Indemnity			32
	18.4	Testing and Remedial Work			33

XIX.	REMEDIES		34

	19.1	Defaults			34
	19.2	Remedies			35
	19.3	Remedies Cumulative			36
	19.4	No Waiver			37
	19.5	Intentionally Deleted			37
	19.6	Delinquent Rent			37

XX.	SECURITY DEPOSIT		37

XXI.	MISCELLANEOUS		37

	21.1	Intentionally Deleted			37
	21.2	Estoppel Certificates			37
	21.3	Landlord’s and ▇▇▇▇▇▇’s Right to Cure/Landlord Default			38
	21.4	Amendments Must Be in Writing			38
	21.5	Notices			39
	21.6	Short Form Lease			39
	21.7	Time of Essence			39
	21.8	Relationship of Parties			39
	21.9	Captions			39
	21.10	Severability			39
	21.11	Law Applicable			40
	21.12	Covenants Binding on Successors			40
	21.13	Brokerage			40
	21.14	Landlord Means Owner			40
	21.15	▇▇▇▇▇▇’s Requirements			40
	21.16	Signs			41
	21.17	Parking Areas; Truck Trailer Parking Lease			41
	21.18	Force Majeure			42
	21.19	Landlord’s and ▇▇▇▇▇▇’s Expenses			42
	21.20	Execution of Lease by Landlord			43
	21.21	Exculpatory Clause			43
	21.22	Airport Access			43

iii


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21.23	Amendments to Other Leases; Failure of Lenders to Consent		44
21.24	Consent		45
21.25	Lease Guaranty		45


Exhibit A	—	Legal Description
Exhibit B	—	Site Plan and Leased Premises
Exhibit C	—	Landlord’s Work
Exhibit D	—	Subordination, Non-Disturbance and Attornment Agreement
Exhibit E	—	DSW Access Route and Future Reserve Area
Exhibit F	—	Memorandum of Lease
Exhibit G	—	Form of Lease Guaranty

INDUSTRIAL LEASE — NET THIS LEASE is made as of this 1st day of October, 2007 (the “Effective Date”), by and between 4300 Venture 34910 LLC, a Delaware limited liability company (hereinafter sometimes referred to as “Landlord”), with offices at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-0410, and eTailDirect LLC, an Ohio limited liability company (hereinafter sometimes referred to as “Tenant”), with offices at ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, who hereby mutually covenant and agree as follows: ▇. ▇▇▇▇▇, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS 1.1 Grant. Landlord, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of Tenant to be performed, hereby leases to Tenant, and Tenant hereby lets from Landlord, premises consisting of the approximate square footage set forth in the table in Section 1.2 below of area in Building No. 3 of the Columbus International Aircenter, which premises are commonly known as ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. The Columbus International Aircenter comprises approximately 2,819,647 square feet of leasable space on 171 acres, more or less, of real property in Franklin County, Ohio, which real property is legally described on Exhibit A, attached hereto and made a part hereof (hereinafter sometimes referred to as the “Real Estate”). The premises are outlined on the site plan attached hereto as Exhibit B and made a part hereof (the “Site Plan”). Said premises, together with all improvements now located or to be located on said premises during the term of this Lease, shall collectively be referred to herein as the “Leased Premises”. Tenant shall also have the non-exclusive right to use all common areas of the Real Estate, as the same may be modified, altered and reduced from time to time during the term hereof (the “Common Areas”). Said Common Areas include all taxiways and airplane parking and servicing areas designated from time to time by Landlord. Tenant acknowledges that Landlord may promulgate reasonable rules and regulations in connection with the use of all such Common Areas, and ▇▇▇▇▇▇’s use thereof shall not unreasonably interfere with the use of said Common Areas by Landlord or other tenants, occupants or users of the Real Estate, as well as their respective customers, employees, agents, licensees, contractors, subcontractors and invitees (hereinafter collectively the “Permitted Parties”), so long as Landlord has provided a copy of same to Tenant, nor shall Tenant’s use interfere with the environmental remediation activities of the United States of America, as hereinafter set forth. Tenant acknowledges that this Lease is subject to the terms and conditions of the Declaration of Restrictions and Easements, dated October 17, 1997, and recorded as Instrument No. 199710170122036, Recorder’s Office, Franklin County, Ohio and Tenant agrees to comply with all provisions thereof.

1.2

Delivery.

Landlord agrees to deliver the Leased Premises in its existing condition and free and clear of current tenant encumbrances or other occupancies on or about October 1, 2007 (the “Delivery Date”) and shall deliver each additional portion of the Leased Premises on the date set forth in the table below. In the event that the Leased Premises are not delivered to Tenant on or before the Delivery Date, the rent due hereunder shall be adjusted so that, after the Rent Commencement Date, the Tenant shall receive a credit against rent thereafter due Landlord equal to one (1) day of rent for each day after the Delivery Date until delivery of the Leased Premises is made to Tenant consistent with the terms of this Lease.


Date of Delivery by	Approx. Square Footage		Approx. Total Square
Landlord	Delivered		Footage
October 1, 2007		265,000		265,000
February 28, 2009		100,000		365,000
February 28, 2010		200,000		565,000
February 28, 2011		62,000		627,000
February 28, 2013		184,000		811,000

1.3

Term; Options to Extend; Options to Terminate.

The term of this Lease shall commence on the Delivery Date (hereinafter sometimes referred to as “Commencement Date”) and shall end on September 30, 2017, unless sooner terminated as herein set forth. The term “Lease Year” shall be defined as each successive period of twelve (12) consecutive calendar months, with the first Lease Year commencing on October 1, 2007. Landlord hereby grants to Tenant the option to extend the Term of this Lease for two (2) consecutive option terms of five (5) years each, referred to herein as “First Option Term” and “Second Option Term”. The First Option Term shall commence at the end of the original Term of this Lease, and the Second Option Term shall commence at the end of the First Option Term. So long as Tenant is then in possession of the Leased Premises and is not in default hereunder, Tenant may elect to exercise each option by giving the Landlord written notice at least six (6) months prior to the expiration of the original Term or the then existing Option Term. Said Option Terms shall be upon the same terms, covenants and agreements as are herein set forth, including, without limitation, increases in annual rent as set forth in Section 1.6(b) below. Tenant shall have the right to terminate this Lease effective either February 28, 2010 or February 28, 2013; provided however that (i) Tenant shall give written notice of Tenant’s election to terminate not less than 180 days prior to the effective date of termination, and (ii) Tenant shall pay to Landlord by the effective date of termination a fee equal to Two Hundred Fifty Thousand Dollars ($250,000) if Tenant terminates on February 28, 2010, or equal to One Hundred Twenty-Five Thousand Dollars ($125,000) if Tenant terminates on February 28, 2013, and (iii) Tenant shall pay to Landlord by the effective date of termination

the unamortized portion of the Tenant Reimbursement (as defined in Section 2.2(b)) where the Tenant Reimbursement is amortized on a straight-line basis over the initial Term.

1.4

Tenant’s Pro Rata Share.

As used in this Lease, “Tenant’s Pro Rata Share” shall initially be Nine and 398/1000ths percent (9.398%). Tenant’s Pro Rata Share shall be based upon a fraction, the numerator of which is the number of leasable square feet in the Leased Premises, and the denominator of which is the number of leasable square feet of building space on the Real Estate, which is approximately 2,819,647 square feet as of the date hereof, as the same shall be adjusted, from time to time, during the Term hereof to reflect (i) the increased square footage of the Leased Premises, and (ii) the then existing number of leasable square feet of building space on the Real Estate.

1.5

Agent.

As used in this Lease, the term “Agent” shall mean the agent of Landlord. Until otherwise designated by notice in writing from Landlord, Agent shall be Schottenstein Property Group, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attn: President, Real Estate. Tenant may rely upon any consent or approval given in writing by Agent or upon notice from Agent or from the attorneys for Agent or Landlord.

1.6

Basic Lease Provisions.

These basic lease provisions are intended for convenience only, and any conflict between these provisions and the body of the Lease shall be resolved in favor of the body of the Lease.

	(a)		Purpose (See Section 3.1): The Leased Premises shall be used for warehouse or distribution only, and any other use shall require Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed.

	(b)		Annual Rent (See Section 4.1): Annual Rent shall commence on February 1, 2008 (the “Rent Commencement Date”). The Annual Rent shall be as set forth in the table below; provided, however, (i) that Annual Rent for additional portions of the Leased Premises shall commence early upon Landlord’s delivery of such additional portions in the condition stated in 1.6(b)(ii), but only if prior to such delivery Tenant gave notice of Tenant’s desired early delivery with respect to such specific additional portions, and (ii) that Annual Rent for additional portions of the Leased Premises shall not commence until such additional portions are delivered by Landlord to Tenant in the condition required by Sections 2.1, 2.3(a), 2.3(b), 9.1(b), 9.3, 12.1(a) and Exhibit C of this Lease, and (iii) if portions of the Leased Premises other than the initial Leased Premises are not delivered to Tenant at the time and in the condition stated in 1.6(b)(ii), then the Rent for such portions of the Leased Premises shall ▇▇▇▇▇ until such requirements are satisfied:


	Total 1st		1st Floor	Basement		Basement				Monthly
Period:	Floor SF		$/SF/yr	SF		$/SF/yr	Annual Rent		Installments:
2/01/2008 to 12/31/2008		265,000		$	2.25							$	596,250.00	$	49,687.50
1/01/2009 to 2/28/2009		265,000		$	2.10							$	556,500.00	$	46,375.00
3/01/2009 to 2/28/2010		365,000		$	2.00							$	730,000.00	$	60,833.33
3/01/2010 to 2/28/2011		565,000		$	2.00							$	1,130,000.00	$	94,166.67
3/01/2011 to 2/29/2012		627,000		$	2.00							$	1,254,000.00	$	104,500.00
3/01/2012 to 2/28/2013		627,000		$	2.00							$	1,254,000.00	$	104,500.00
3/01/2013 to 2/28/2014		627,000		$	2.00			184,000		$	0.30	$	1,309,200.00	$	109,100.00
3/01/2014 to 2/28/2015		627,000		$	2.00			184,000		$	0.35	$	1,318,400.00	$	109,866.67
3/01/2015 to 2/28/2016		627,000		$	2.00			184,000		$	0.40	$	1,327,600.00	$	110,633.33
3/01/2016 to 2/28/2017		627,000		$	2.00			184,000		$	0.45	$	1,336,800.00	$	111,400.00
3/01/2017 to 9/15/2017		627,000		$	2.00			184,000		$	0.50	$	1,346,000.00	$	112,166.67
First Option Term (5yrs.)		627,000		$	2.40			184,000		$	0.50	$	1,596,800.00	$	133,066.67
Second Option Term (5 yrs.)		627,000		$	2.70			184,000		$	0.50	$	1,784,900.00	$	148,741.67

	(c)		Payee (See Section 4.1): 4300 Venture 34910 LLC.

	(d)		▇▇▇▇▇’s Address (See Sections 4.1 and 4.2): ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.

	(e)		Form of Insurance (See Article VI): The insurance specified in Section 6.1 shall comply with the provisions of Section 6.2. Initial Tenant’s Monthly Pro Rata Share of Insurance Premiums (See Sections 4.3 and 6.5): $0.15/SF.

	(f)		Initial Monitoring Service Charge (See Sections 4.3 and 6.6): N/A.

	(g)		Water and Sewerage Charge (See Sections 4.3 and 12.1): Tenant to pay its proportionate share on the Leased Premises, and one-third of the share on future portions of the Leased Premises not yet delivered to Tenant.

	(h)		Initial Tenant’s Pro Rata Share of Monthly Impositions (See Sections 4.3 and 5.1): $5,520.83 ($0.25/SF).

	(i)		Initial Tenant’s Pro Rata Share of Monthly Maintenance Costs (See Sections 4.3, 9.1 and 14.2): $8,833.33($0.40/SF).

	(j)		▇▇▇▇▇▇’s Address (for notices) (See Section 21.5): Chief Financial Officer,

			▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, with a copy to General Counsel, ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.

	(k)		Landlord’s Address (for notices) (See Sections 21.5 regarding notices and 16.1(c) regarding notices to Landlord’s lender): President, Real Estate,▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and to ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attn: Law Department.

	(l)		Broker(s) (See Section 21.13): None.

	(m)		Guarantor’s Name and Address: DSW Inc., an Ohio corporation, ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.

	(n)		Rider: List any Riders that are attached: None.

	1.7		Conditions to Lease; Indemnifications

	(a)		Landlord shall use all reasonable commercial efforts and due diligence in good faith to expedite the issuance of both a temporary and permanent certificate of occupancy for the Leased Premises use for the Purpose. As a condition to this Lease, Landlord shall cause the building containing the Leased Premises and the Real Estate, as the case may be, to be in the condition necessary for a temporary certificate of occupancy, or the equivalent, to be issued by the City of Columbus or applicable governmental entity no later than December 15, 2007, the effect of which is to allow Tenant to operate in the Premises for the Purpose without any material limitation or condition. If either (i) such temporary certificate or equivalent is not issued by December 15, 2007, or (ii) a permanent certificate of occupancy without condition is not issued by June 15, 2008, then in either event Landlord shall indemnify, defend and hold harmless Tenant for all costs, expenses, losses, damages, judgments, injuries, liabilities and penalties, or other damage related to or arising from the failure of such certificates to be issued, but specifically excluding indirect, incidental and consequential damages.

	(b)		This Lease is contingent upon approval by ▇▇▇▇▇▇▇▇’s lender of this Lease. Landlord shall use all due diligence and commercially reasonable efforts in good faith to obtain such consent. If such consent is not obtained by December 31, 2007, then Tenant may terminate this Lease by notice to Landlord. Upon such termination under this Section 1.7(b) the parties shall have no further obligations to each other, except as set forth in Section 1.7(c).

	(c)		In the event that the consent of Landlord’s lender to this Lease cannot be obtained, or in the event that Landlord’s lender requires modification of this Lease for its consent, then Landlord shall indemnify, defend and hold harmless Tenant from all costs, expenses, losses, damages, judgments, injuries, liabilities and penalties, whether in contract or tort (including strict

liability and negligence), such as, but not limited to, recovery of capital investment, cost to relocate or other damage related to or arising from Landlord’s lender’s failure to consent or modifications to this Lease required by ▇▇▇▇▇▇▇▇’s lender for its consent, but specifically excluding indirect, incidental and consequential damages.

II. POSSESSION

2.1

Possession.

Except as otherwise expressly provided herein, Landlord shall deliver possession of the Leased Premises free and clear of current tenant encumbrances or other occupancies to Tenant upon full execution of this Lease and on the dates for delivery of the other portions of the Leased Premises, all in good working order and condition and in compliance with all applicable federal, state or local laws, rules, regulations, code requirements, orders, permits and licenses, including but not limited to building, fire, safety and ADA codes (“Laws”) applicable to the Leased Premises or required for the Purpose. Tenant acknowledges that as of October 1, 2007 Landlord has performed its obligations under Sections 2.1, 2.3(a), 2.3(b), 9.1(b), 9.3, 12.1(a) and Exhibit C with respect to the initial portion of the Leased Premises.

	2.2		Tenant’s Work

	(a)		Tenant shall prepare drawings of certain real property improvements to the Leased Premises desired by ▇▇▇▇▇▇ (“Tenant’s Work”), and Tenant shall submit same to Landlord for approval. Tenant’s Work shall be done in a good and workmanlike manner in accordance with the plans and specifications approved by Landlord, which approval shall not be unreasonably withheld (upon approval, the “Approved Plans”). Tenant’s Work shall comply with Laws. Any structural or exterior changes to the Approved Plans by Tenant shall be approved in advance by Landlord, which approval shall not be unreasonably withheld or delayed, and shall be in compliance with all Laws. Notwithstanding anything to the contrary contained in this Lease, the Tenant Improvements shall, at all times during the term of this Lease and upon the expiration or earlier termination of this Lease, be the property of Landlord. Tenant shall not acquire any interest, equitable or otherwise, in any Tenant Improvements. Tenant agrees that the Tenant Reimbursement shall be used for improvements to the Leased Premises, which shall be affixed to the Real Estate and the improvements constructed thereon, and shall not be used for the purchase of Tenant’s personal property.

	(b)		Landlord shall pay Tenant up to Seven Hundred Thousand Dollars ($700,000.00) (the “Tenant Reimbursement”), as contribution to Tenant for Tenant’s Work for furnishing, constructing and installing the work comprising ▇▇▇▇▇▇’s Work (“Tenant Improvements”). The Tenant Reimbursement shall

			be paid by Landlord to Tenant within ten (10) days of the later of: (i) receipt by Landlord of Tenant’s request for payment together with (A) lien waivers from each contractor or supplier providing more than $10,000 in work or materials and (B) reasonable documentation evidencing Tenant’s payment of amounts equaling up to the amount of the Tenant Reimbursement requested; (ii) substantial completion of the Tenant Improvements; and (iii) Tenant opening for business in the Leased Premises. Tenant, at Tenant’s option, may request reimbursement in portions following delivery of the initial portion of the Leased Premises or delivery of the additional portions of the Leased Premises, or any combination. In the event Landlord does not timely pay any installment of the Tenant Reimbursement to Tenant, (1) Landlord shall pay to Tenant interest on such unpaid amounts at a rate of interest equal to four percent (4%) over the prime rate in effect from time to time as established by National City Bank, Columbus, Ohio and (2) Tenant shall have the right to deduct any and all such amounts owed Tenant against payments of rent thereafter due Landlord until such time as Tenant has been credited the full amount of the Tenant Reimbursement plus applicable interest.

	2.3		Landlord’s Work

	(a)		Landlord agrees to make the improvements to the Leased Premises described in this Section 2.3 and the attached Exhibit C to this Lease, which is made a part hereof (“Landlord’s Work”). ▇▇▇▇▇▇▇▇’s Work in the initial Leased Premises shall be substantially complete prior to December 15, 2007 (including but not limited to replacement of the roof), and ▇▇▇▇▇▇▇▇’s Work in the portions of the Leased Premises other than the initial Leased Premises shall be substantially complete prior to delivery of possession of same to Tenant. All elements of Landlord’s Work shall be scheduled, coordinated and performed to minimize any negative effect on Tenant’s operations. Landlord’s Work shall be done in a good and workmanlike manner in accordance with plans and specifications approved by Tenant, which approval shall not be unreasonably withheld (upon approval, the “Approved Plans”). Landlord’s Work shall comply with all Laws. Any changes to the Approved Plans shall be approved in advance by Tenant, which approval shall not be unreasonably withheld or delayed. Any changes to the Approved Plans shall be in compliance with all Laws.

	(b)		▇▇▇▇▇▇▇▇’s performance of the portion of Landlord’s Work set forth in Exhibit C labeled “Code Compliance Improvements by Landlord” and “Roof Replacement by Landlord” shall be at Landlord’s sole cost. ▇▇▇▇▇▇▇▇’s performance of the portion of Landlord’s Work set forth in Exhibit C labeled “Building Repairs and Improvements by Landlord” shall be at Landlord’s sole cost; provided however, Landlord shall not be required to spend in excess of Two Hundred Seventy-five Thousand Dollars ($275,000) for such portion of Landlord’s Work. Within five (5) business days of Landlord and Tenant finalizing the Agreed Plans, Landlord shall notify Tenant of the excess cost, if

			any, of the “Building Repairs and Improvements by Landlord” over $275,000. Within five (5) business days of such notice Tenant shall, at Tenant’s option, either cooperate with Landlord to revise the Approved Plans to reduce or eliminate such excess costs, or Tenant shall approve the excess costs, or a combination of both. Any such approved excess costs shall be paid by Tenant to Landlord within 30 days of an invoice therefor following completion of the Landlord’s Work as relates to the initial Leased Premises or such additional portion of the Leased Premises, or, at Tenant’s option, such excess costs shall be amortized on a straight-line basis over the initial Term and the monthly portion of same shall be added to, become and be paid as the monthly installments of Annual Rent. If the cost of Landlord’s Work in the initial portion of the Leased Premises does not meet the $275,000 amount, then Landlord’s Work shall continue in the same fashion as set forth above as to the additional portions of the Leased Premises until such amount is reached.

	(c)		As a part of “Code Compliance Improvements by Landlord” Landlord, at ▇▇▇▇▇▇▇▇’s sole cost, agrees to provide all required fire/life safety improvements to the extent required by the Laws for the initial Leased Premises and for each additional portion of the Leased Premises. Following delivery of the initial portion of the Leased Premises, Landlord agrees to diligently pursue until same are issued in good faith using all reasonable commercial efforts all permits, licenses, certificates or the like relating to fire/life safety requirements required by governmental entities for Tenant’s intended use of the entire Leased Premises as set forth in the drawing titled Designer Shoe Warehouse E-Tail Direct Facility — Future Expansion Composite Layout, last revision dated October 25, 2007, prepared by ▇▇▇▇▇ Companies (drawing no. P7062-C001-01). Tenant shall reasonably cooperate in good faith with Landlord in Landlord’s efforts under this subsection. Landlord may elect to pursue a variance(s) relating to such fire/life safety requirements as relates to certain elements of Landlord’s Work. The parties shall cooperate to approach the City of Columbus and other applicable governmental authorities together for such variance(s), provided that such efforts shall be at Landlord’s cost. Landlord agrees that such efforts and any failure to obtain such variance(s) shall not operate to excuse or extend the time for Landlord’s performance of Landlord’s obligations under this Lease.

III. PURPOSE

3.1

Purpose.

The Leased Premises shall be used and occupied only for the Purpose set forth in Section 1.6(a) hereof, except that no such use shall (a) violate any certificate of occupancy or Law, ordinance or other governmental regulation in effect from time to time affecting the Leased Premises or the use thereof, including all recorded instruments of record, (b) cause

injury to the improvements, (c) cause the value or usefulness of the Real Estate or any part thereof to diminish, (d) constitute a public or private nuisance or waste, (e) authorize Tenant to use, treat, store or dispose of hazardous or toxic materials on the Real Estate, or (f) render the insurance on the Leased Premises void or the insurance risk more hazardous, provided, however, that if Tenant’s use of the Leased Premises does make the insurance risk more hazardous then, without prejudice to any other remedy of Landlord for such breach, Tenant shall pay to Landlord, on demand, the amount by which Landlord’s insurance premiums are increased as a result of such use, which payment shall be in addition to the payment by Tenant for premiums as provided in Section 6.3 hereof. Tenant shall not use or occupy the Leased Premises contrary to any statute, rule, order, ordinance, requirement or regulation applicable thereto.

3.2

Use of Real Estate.

Tenant acknowledges that the Real Estate is adjacent to the Columbus International Airport (the “Airport”) and that portions of the Real Estate may be used for storage, repair, loading and unloading of airplanes and other services associated with the Airport and airplanes. To the extent applicable to either Landlord or Tenant the parties agree to the following: (i) Tenant’s operations in accordance with its permitted Purpose at the Real Estate and the Airport, including the hiring of employees or contractors, shall be in full compliance with all security, safety and other regulations of the Federal Aviation Administration, United States State Department or other applicable governmental or quasi-governmental authorities having jurisdiction over the Real Estate and/or the Airport; (ii) Landlord hereby represents to Tenant that, as of the date of execution hereof, Landlord is not aware of any such regulations or restrictions which would be violated by ▇▇▇▇▇▇’s operation of the Leased Premises for the Purpose, and Landlord further agrees that it shall promptly advise Tenant at such time as Landlord becomes aware of any such regulations or restrictions; (iii) Tenant further acknowledges that these uses generate substantial noise and other emissions and covenants that Tenant will not interfere with these uses of the Real Estate; (iv) Tenant consents to the above uses of the Real Estate and agrees that such use shall not interfere with its use of the Leased Premises nor shall Tenant permit any use of the Leased Premises which shall be inconsistent with the use of the Real Estate and the adjacent Airport; and (v) Tenant acknowledges and consents to any expansion of the Airport, including without limitation one which includes a major runway, or a portion thereof, between the current Airport runways and the Leased Premises. IV. RENT

4.1

Annual Rent.

Beginning with the Rent Commencement Date, Tenant shall pay, without demand, annual rent as set forth in Section 1.6(b) hereof payable monthly in advance on or before the first day of each month during the term of this Lease in installments as set forth in said Section. Rent shall be paid to or upon the order of Payee at the Payee’s Address. Landlord shall have the right to change the Payee or the Payee’s Address by giving written notice thereof to Tenant. All payments of rent shall be made in lawful money of the United

States without any deduction, set off, discount or abatement whatsoever except as specifically set forth herein.

4.2

Interest on Late Payments.

Each and every installment of rent and each and every payment of other charges hereunder which shall not be paid when due and not paid within five (5) days after notice thereof shall bear interest at the highest rate then payable by Tenant in the state in which the Leased Premises are located or, in the absence of such a maximum rate, at a rate per annum equal to four percent (4%) in excess of the announced prime rate of interest of National City Bank, Columbus, Ohio, in effect on the due date of such installment(s), from the date when the same is payable under the terms of this Lease until the same shall be paid; provided that payment of such interest shall not excuse default in the payment of rent or other sums due hereunder.

4.3

Additional Rent.

Beginning with the Rent Commencement Date, Tenant shall also pay to Landlord as additional rent the sum of Tenant’s Pro Rata Share of Impositions (defined in Section 5.1), Landlord’s insurance (pursuant to Article 6), Common Area utility charges, and Landlord’s Maintenance Costs (defined in Section 14.2). The amounts payable pursuant to the preceding sentence shall be paid to Landlord each month on the dates and at the place specified for the payment of annual rent, unless Landlord notifies Tenant in writing of a different address therefor. During the Term of this Lease, including any and all Option Terms, the sum of Tenant’s Pro Rata Share of (i) Landlord’s Maintenance Costs (defined in Section 14.2) (excluding the cost for snow and ice removal), and (ii) Landlord’s insurance, shall not exceed $0.85 per square foot for the first Lease Year and shall not increase by more than three and 00/100ths percent (3.00%) in any Lease Year over the previous Lease Year. V. IMPOSITIONS

	5.1		Payment by Tenant.

	(a)		Definition of Impositions. Tenant shall pay to Landlord, as additional rent for the Leased Premises, ▇▇▇▇▇▇’s Pro Rata Share of all (i) taxes and assessments, general and special, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which are payable during the term of this Lease upon the Real Estate or any part thereof or upon any improvements at any time situated thereon, (ii) any assessment by any association of owners of property in the complex of which the Real Estate is a part which is payable during the term of this Lease and (iii) all fees and costs incurred by Landlord during the Lease term for the purpose of contesting or protesting tax assessments or rates (“Impositions”). For the purpose of determining the amount of Impositions payable by Landlord during any year, there shall be added and or credited, as applicable,

			to the amount of Impositions paid or payable by Landlord an amount equal to any tax abatements or comparable credits allowed to Landlord by the City of Columbus or other applicable governmental jurisdiction for such year. Tenant’s Pro Rata Share of such Impositions shall be prorated between Landlord and Tenant for the first Lease Year and as of the expiration date of the Lease Term for the last year of the Lease Term (on the basis of Landlord’s reasonable estimate thereof). Landlord may take the benefit of the provisions of any statute or ordinance permitting any assessment to be paid over a period of years, in which event Tenant shall be obligated to pay its Pro Rata Share of only those installments paid during the term of this Lease and any extensions thereof. There shall be excluded from Impositions all federal income taxes, state and local net income taxes, federal excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord.

	(b)		Calculation of Tenant’s Pro Rata Share of Impositions. Tenant’s Pro Rata Share of such Impositions shall be determined by (i) multiplying Tenant’s Pro Rata Share (as set forth in Section 1.4 hereof) by the amount of Impositions (as defined in Section 5.1(a) above) paid or payable in a Lease Year and (ii) subtracting from the result thereof the amount of any tax abatement or comparable credit specifically applicable to the Leased Premises. If any such tax abatement or other credit includes the Leased Premises and other portions of the Real Estate, the amount of such abatement or credit to be subtracted in (ii) above shall be the amount of such tax abatement or credit, multiplied by a fraction, the numerator of which shall be the number of square feet of leasable space in the Leased Premises and the denominator of which shall be the number of square feet of leasable space in the portion of the Real Estate for which the tax abatement or credit was given. Subject to the limitation set forth in Section 4.3, Tenant’s Pro Rata Share of Impositions shall be paid by Tenant to Landlord within thirty (30) days after Landlord bills Tenant therefor (but in no event earlier than twenty-one (21) days prior to the due date thereof) or, at Landlord’s election in monthly installments in amounts reasonably estimated by Landlord. Tenant’s Pro Rata Share of all Impositions shall be computed by Landlord within ninety (90) days after the end of each accounting year (which Landlord may change from time to time). Landlord shall furnish to Tenant a statement showing in reasonable detail the actual Impositions incurred during such accounting year and ▇▇▇▇▇▇’s Pro Rata Share thereof. To the extent Tenant’s Pro Rata Share of such costs is greater than the sums paid by Tenant for such year, the difference shall be billed to and paid by Tenant within thirty (30) days after ▇▇▇▇▇▇’s receipt of said ▇▇▇▇. Any excess payment made by Tenant shall be credited against future installments of rent. ▇▇▇▇▇▇’s estimated monthly Pro Rata Share of Impositions may thereafter be adjusted by written notice from Landlord. Landlord estimates ▇▇▇▇▇▇’s initial Pro Rata Share of the Impositions to be Twenty-five cents ($0.25) per square foot per annum.

	(c)		Real Estate Tax Appeals. Tenant shall have the right to compel Landlord to

			appeal Impositions if ▇▇▇▇▇▇ notifies Landlord in writing that ▇▇▇▇▇▇ has made a good faith determination that Impositions exceed an amount which ▇▇▇▇▇▇ believes are consistent with the fair market value of the Real Estate. In the event Landlord receives such notice, Landlord shall contest such Impositions by counsel reasonably satisfactory to Landlord. The cost to contest the Impositions shall be added to Impositions and Tenant shall pay its Pro Rata Share thereof; provided, however, that Tenant shall receive a Pro Rata Share of any reduction in Impositions based upon the leasable square footage of those tenants leasing portions of the Real Estate which is the subject of such appeal of Impositions, prorated to reflect the term of the Lease.

	5.2		Alternative Taxes.

If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition, or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease, or the Leased Premises, or the Real Estate, or the rent, additional rent or other income therefrom and shall be imposed upon Landlord, in lieu of or in substitution for previously existing Impositions, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term “Impositions” for the purpose hereof, to the extent that such Impositions would be payable if the Real Estate were the only property of Landlord subject to such Impositions, and Tenant shall pay its Pro Rata Share of Impositions as so defined.

5.3

Other Taxes.

Tenant further covenants and agrees to pay promptly when due all taxes assessed against ▇▇▇▇▇▇’s fixtures, furnishings, equipment and stock-in trade placed in or on the Leased Premises during the term of this Lease. VI. RISK ALLOCATION AND INSURANCE

6.1

Allocation of Risks.

The parties desire, to the extent permitted by Laws, to allocate certain risks of personal injury, bodily injury or property damage, and risks of loss of real or personal property by reason of fire, explosion or other casualty, and to provide for the responsibility for insuring those risks. It is the intent of the parties that, to the extent any event is required by the terms hereof to be covered by insurance, any loss, cost, damage or expense, including, without limitation, the expense of defense against claims or suits, be covered by insurance, without regard to the fault of Tenant, its officers, employees, agents, contractors and customers (“Tenant Protected Parties”), and without regard to the fault of Landlord, Agent, their respective members, officers, directors, employees, agents and contractors (“Landlord Protected Parties”). As between Landlord Protected Parties and Tenant Protected Parties, such risks are allocated as follows:

	(a)		Tenant shall bear the risk of bodily injury, personal injury or death, or damage to property, or to third persons, occasioned by events occurring within, on or about the Leased Premises, regardless of the party at fault, if any. Said risks shall be insured as provided in Section 6.2(a).

	(b)		Landlord shall bear the risk of bodily injury, personal injury, or death or damage to property, or to third persons, occasioned by events occurring on or about the Real Estate (other than premises leased to tenants), regardless of the party at fault, if any; provided, however, Landlord shall not bear the risk for the Ramp Area, including but not limited to all aircraft thereon and the loading dock area, as such area is designated on the Tenant Parking Area (defined in Section 21.17 below). Said risk shall be insured against as provided in Section 6.3(a).

	(c)		Tenant shall bear the risk of bodily injury, personal injury, or death or damage to property, or to third persons, occasioned by any event occurring on or about the Ramp Area and the loading dock area as designated on the Tenant Parking Area (defined in Section 21.17 below) provided that as to the Ramp Area only, such event is occasioned by the wrongful act or omission of any of Tenant Protected Parties. Said risk shall be insured against as provided in Section 6.2(a).

	(d)		Tenant shall bear the risk of damage to contents, trade fixtures, machinery, equipment, furniture, furnishings and property of Tenant, ▇▇▇▇▇▇’s Protected Parties and property in Tenant’s control, care and custody in the Leased Premises arising out of loss by all events required to be insured against pursuant to Section 6.2(b)

	(e)		Landlord shall bear the risk of damage to the building on the Real Estate arising out of loss by events required to be insured against pursuant to Section 6.3(b).

Notwithstanding the foregoing, provided the party required to carry insurance under Section 6.2(a) or Section 6.3(a) hereof does not default in its obligation to do so, if and to the extent that any loss occasioned by any event of the type described in Section 6.1(a) or Section 6.1(b) exceeds the coverage or amount of insurance actually carried, or results from an event not required to be insured against and not actually insured against, the party at fault shall pay the amount not actually covered under these respective policies.

6.2

Tenant’s Insurance.

Tenant shall procure and maintain policies of insurance, at its own cost and expense, insuring:

(a)

The Landlord Protected Parties as “additional insureds”, and ▇▇▇▇▇▇▇▇’s mortgagee, if any, of which ▇▇▇▇▇▇ is given written notice, and Tenant

			Protected Parties, from all claims, demands or actions made by or on behalf of any person or persons, firm, corporation or entity and arising from, related to or connected with the Leased Premises, ▇▇▇▇▇▇’s use thereof or operations therein for bodily injury to or personal injury to or death of any person, or more than one (1) person, or for damage to property in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence and not less than Two Million Dollars ($2,000,000.00) policy aggregate limit. Said insurance shall be written on an “occurrence” basis and not on a “claims made” basis, and such liability policies shall include products and completed operations liability insurance. If at any time during the term of this Lease, Tenant owns or rents more than one location, the policy shall contain an endorsement to the effect that the aggregate limit in the policy shall apply separately to each location owned or rented by Tenant. Landlord shall have the right, exercisable by giving written notice thereof to Tenant, to require Tenant to increase such limit if, in Landlord’s reasonable judgment, the amount thereof is insufficient to protect the Landlord Protected Parties and Tenant Protected Parties from judgments which might result from such claims, demands or actions. Tenant shall cause its liability insurance to include contractual liability coverage fully covering the indemnity set forth above and in Section 13.1 below.

	(b)		All contents and Tenant’s trade fixtures, machinery, equipment, furniture and furnishings in the Leased Premises to the extent of at least ninety percent (90%) of their replacement cost under Standard Fire and Extended Coverage Policy and all other risks of direct physical loss as insured against under Special Form (“all risk” coverage). Said insurance shall contain an endorsement waiving the insurer’s right of subrogation against any Landlord Protected Party.

	(c)		Tenant Protected Parties from all worker’s compensation claims, including employer’s liability with minimum limits of $500,000.00 per occurrence.

	(d)		Landlord and Tenant against breakage of all plate glass utilized in the improvements on the Leased Premises.

	(e)		Tenant agrees to maintain, at its own expense, for the benefit of itself, ▇▇▇▇▇▇’s Protected Parties and Landlord’s Protected Parties, excess and/or umbrella liability insurance of such types and with limits not less than Twenty Five Million Dollars ($25,000,000.00) as may be approved by Landlord, insuring against liability for damage or loss to property, and against liability for personal injury or death, arising from acts or omissions of Tenant, its agents, employees or invitees. Said excess and/or umbrella policies shall include all liability policies in Section 6.2(a) and employer’s liability in Section 6.2(c) as underlying policies.

Tenant agrees to provide Landlord with notice of any self-insurance programs and Landlord shall have the right to approve any such programs. Any insurance deductibles or

self-insurance amounts shall be the responsibility of Tenant, and any deductibles or self-insurance amounts in excess of $250,000 shall be approved in advance by Landlord.

6.3

Landlord’s Insurance.

Landlord shall procure and maintain policies of insurance insuring:

	(a)		Commercial general liability (including products and completed operations) or other policy forms which would provide similar coverages on behalf of Landlord and Landlord’s Protected Parties for those claims of bodily injury or property damage arising from the Real Estate (including all Common Areas and the parking lots therein) and the operations of the Landlord and Landlord’s Protected Parties. Said liability insurance policy shall be written on an “occurrence” basis with a combined single limit of One Million Dollars ($1,000,000.00) per occurrence and not less than Two Million Dollars ($2,000,000.00) policy aggregate limit, and One Million Dollars ($1,000,000.00) limit for products and completed operations.

	(b)		Umbrella liability insurance providing a minimum of Fifty Million Dollars ($50,000,000.00) limit naming the commercial general liability policy (Section 6.3(a)(i)) as an underlying policy.

	(c)		The building containing the Leased Premises, and any improvements therein, including Landlord’s Work, against loss or damage by fire, lightning, wind storm, hail storm, aircraft, vehicles, smoke, explosion, riot or civil commotion as provided by the Standard Fire and Extended Coverage Policy and all other risks of direct physical loss as insured against under Special Form (“all risk” coverage). The insurance coverage shall be for not less than 90% of the full replacement cost of the Leased Premises for an agreed amount basis with the insurance carrier, with sufficient limits to replace the Leased Premises of similar utility purpose. Landlord shall be named as the insured and all proceeds of insurance shall be payable to Landlord. Said insurance shall contain an endorsement waiving the insurer’s right of subrogation against any Tenant Protected Party.

	(d)		▇▇▇▇▇▇▇▇’s business income, protecting Landlord from loss of rents and other charges during the period while the Leased Premises are untenantable due to fire or other casualty (for the period reasonably determined by Landlord).

	(e)		Flood or earthquake insurance whenever, in the reasonable judgment of Landlord, such protection is necessary and it is available at commercially reasonable cost.

	6.4		Form of Insurance.

All of the aforesaid insurance shall be in reputable companies licensed to do business in the State of Ohio with a minimum A.M. Best rating of “A”. Landlord shall have

the right to self-insure and use high deductibles or self-insured retention levels to help control the cost of insurance premiums. As to Tenant’s insurance, the insurer and the form, substance and amount (where not stated above) shall be satisfactory from time to time to Landlord and any mortgagee of Landlord, and shall unconditionally provide that it is not subject to cancellation or non-renewal except after at least thirty (30) days prior written notice to Landlord and any mortgagee of Landlord. Originals of Tenant’s insurance policies (or certificates thereof satisfactory to Landlord), together with satisfactory evidence of payment of the premiums thereon, shall be deposited with Landlord at the Commencement Date and renewals thereof not less than thirty (30) days prior to the end of the term of such coverage. Landlord shall have the right, from time to time, to increase the occurrence limits and/or policy limits of Landlord and/or Tenant hereunder, as Landlord may reasonably determine.

6.5

Insurance Premiums.

Tenant shall pay to Landlord, as additional rent for the Leased Premises, Tenant’s Pro Rata Share of any premiums for all property, boiler and machinery, worker’s compensation, crime insurance, business income and liability insurance (with all endorsements) paid annually by Landlord with respect to the Real Estate (collectively, “Insurance Premiums”). Tenant shall be obligated to pay its Pro Rata Share of only those annual premiums which relate to insurance coverage during the term of this Lease. Subject to the limitation set forth in Section 4.3, Tenant’s Pro Rata Share of such premiums shall be paid by Tenant to Landlord in monthly installments in amounts estimated by Landlord. Tenant’s Pro Rata Share of all insurance costs shall be computed by Landlord within ninety (90) days after the end of each accounting year (which Landlord may change from time to time). Landlord shall furnish to Tenant a statement showing in reasonable detail the actual insurance costs incurred during such accounting year and ▇▇▇▇▇▇’s Pro Rata Share thereof. To the extent Tenant’s Pro Rata Share of such costs is greater than the sums paid by Tenant for such year, the difference shall be billed to and paid by Tenant within thirty (30) days after ▇▇▇▇▇▇’s receipt of said ▇▇▇▇. Any shortfall shall be credited against future installments of rent. Tenant’s estimated monthly insurance costs thereafter may be adjusted by written notice from Landlord.

6.6

Fire Protection.

Tenant shall conform the Leased Premises with all applicable fire codes of any governmental authority, and with the rules and regulations of Landlord’s fire underwriters and their fire protection engineers, including, without limitation, the installation and maintenance of adequate fire extinguishers, and/or any other unique requirements based on Tenant’s occupancy. ▇▇▇▇▇▇▇▇ agrees to coordinate the installation and/or modification of the sprinkler systems, alarms and/or special hazards fire protection for the Leased Premises provided that Tenant shall be responsible for any additional cost caused solely on account of Tenant’s particular use of the Leased Premises. Landlord is providing a sprinkler monitoring system with a direct connection to the local fire department or monitoring service. In the event of impairment of the sprinkler system, the party discovering such impairment shall immediately notify the other party hereto. During the period of any such

impairment or shutdown of the fire protection system(s), Tenant shall cease any operations which may create any form of flame, spark, combustible risk or explosive atmosphere. Tenant shall, upon invoice therefor, reimburse Landlord for Landlord’s costs incurred in maintaining and repairing any sprinkler or other fire suppression system, such costs to be prorated based upon Tenant’s proportionate share of the floor space in the Building in which the Leased Premises is situated. Landlord and Tenant hereby agree that all maintenance and repair on the sprinkler systems, alarms and/or special hazard fire protection shall be the responsibility of the Tenant for those systems affording protection to the Leased Premises.

6.7

Waiver of Subrogation.

Landlord and Tenant, and all parties claiming under each of them, mutually release and discharge each other from all claims and liabilities arising from or caused by any casualty or hazard covered or required hereunder to be covered in whole or in part by insurance coverage required to be maintained by the terms of this Lease on the Leased Premises or in connection with the Real Estate or activities conducted thereon or therewith, and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof, including all other tenants of the Building. All policies of insurance required to be maintained by the parties hereunder shall contain waiver of subrogation provisions in accordance with the foregoing so long as the same are available.

6.8

Disclaimer of Liability.

To the extent of the insurance carried by Tenant or required by the terms of this Lease to be carried by ▇▇▇▇▇▇, Tenant hereby disclaims, and releases Landlord and Landlord’s Protected Parties from any and all liability, whether in contract or tort (including strict liability and negligence), for any loss, damage, or injury of any nature whatsoever sustained by ▇▇▇▇▇▇ and ▇▇▇▇▇▇’s Protected Parties, during the term of this Lease. The parties hereby agree that under no circumstances shall Landlord be liable for indirect, consequential, special, or exemplary damages, whether in contract or tort (including strict liability and negligence), such as, but not limited to, loss of revenue or anticipated profits or other damage related to the leasing of the Premises under this Lease. Tenant shall also hold Landlord and ▇▇▇▇▇▇▇▇’s Protected Parties harmless from and against any and all liability, fines, or other charges incurred as a result of alleged violations of airport security regulations (FAR parts 107 and 139) by ▇▇▇▇▇▇ and ▇▇▇▇▇▇’s Protected Parties. To the extent of the insurance carried by Landlord or required by the terms of this Lease to be carried by Landlord, Landlord hereby disclaims, and releases Tenant from any and all liability, whether in contract or tort (including strict liability and negligence), for any loss, damage, or injury of any nature whatsoever sustained by Landlord and Landlord’s Protected Parties, during the term of this Lease. The parties hereby agree that under no circumstances shall Tenant be liable for indirect, consequential, special, or exemplary damages, whether in contract or tort (including strict liability and negligence), such as, but not limited to, loss of revenue or anticipated profits or other damage related to this Lease. Landlord shall also hold Tenant and ▇▇▇▇▇▇’s Protected Parties harmless from and against

any and all liability, fines, or other charges incurred as a result of alleged violations of airport security regulations (FAR parts 107 and 139) by Landlord and ▇▇▇▇▇▇▇▇’s Protected Parties. VII. DAMAGE OR DESTRUCTION

7.1

Landlord’s Obligation to Rebuild.

In the event the Leased Premises are damaged by fire, explosion or other casualty, Landlord shall commence the repair, restoration or rebuilding thereof within sixty (60) days after such damage and shall complete such restoration, repair or rebuilding within one hundred fifty (150) days after the commencement thereof, provided that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, strikes, lockouts, casualties, acts of God, war, material or labor shortages, governmental regulation or control or other causes beyond the control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. If the casualty or the repair, restoration or rebuilding caused thereby shall render the Leased Premises untenantable, in whole or in part, rent shall be equitably abated during the period of untenantability and Tenant shall have no liability for the abated rent. If such a fire, explosion or other casualty damages the building in which the Leased Premises are located in a material or substantial way during the last two (2) years of the original Term or the then applicable Option Term, then unless Tenant exercises an outstanding option for an Option Term, Landlord may, in lieu of repairing, restoring or rebuilding the same, terminate this Lease within sixty (60) days after the occurrence of the event causing the damage by notice to Tenant. In such event, the obligation of Tenant to pay rent and other charges hereunder shall end as of the date when the damage occurred.

7.2

Tenant’s Rights After Casualty.

In the event of any substantial damage or destruction to the Leased Premises, Landlord shall notify Tenant within thirty (30) days thereafter of the anticipated time to complete the repair, restoration or rebuilding thereof. In the event the anticipated time is greater than one hundred fifty (150) days from the date of such casualty, then in such event Tenant shall have the right to elect to terminate this Lease by notice to Landlord within thirty (30) days after receipt of Landlord’s estimate of the anticipated time to restore the Leased Premises. Additionally, in the event any damage or destruction to the Leased Premises is not repaired, restored or rebuilt, as the case may be, within one hundred fifty (150) days after such damage or destruction, then in such event Tenant shall have the right and option to elect to terminate this Lease by notice to Landlord at any time prior to substantial completion of such work by Landlord; provided, however, that upon receipt of any such notice, Landlord shall have the right to nullify such election by notice to Tenant so long as Landlord substantially completes the repair, restoration or rebuilding of the Leased Premises within thirty (30) days after receipt of Tenant’s notice.

VIII. CONDEMNATION

8.1

Taking of Whole.

If the whole of the Leased Premises shall be taken or condemned for a public or quasi-public use or purpose by a competent authority, or if such a portion of the Leased Premises shall be so taken that as a result thereof the balance cannot be used for the same purpose and with substantially the same utility to Tenant as immediately prior to such taking, then in either of such events, the Lease term shall terminate upon delivery of possession to the condemning authority, and any award, compensation or damages (hereinafter sometimes called the “Award”) shall be paid to and be the sole property of Landlord whether the Award shall be made as compensation for diminution of the value of the leasehold estate or the fee of the Real Estate or otherwise. Tenant shall continue to pay rent and other charges hereunder until the Lease term is terminated and any Impositions and premiums prepaid by Tenant, or which accrue prior to the termination, shall be adjusted between the parties.

8.2

Partial Taking.

If only a part of the Leased Premises shall be so taken or condemned, but the Lease is not terminated pursuant to Section 8.1 hereof, Landlord shall repair and restore the Leased Premises and all improvements thereon, to the extent reasonably practicable, provided that Landlord shall not hereby be required to expend for repair and restoration any sum in excess of the Award. Any portion of the Award which has not been expended by Landlord for such repairing or restoration shall be retained by Landlord as Landlord’s sole property. The rent shall be equitably abated following delivery of possession to the condemning body. If the portion of the building within which the Leased Premises are located shall be so taken or condemned in a material or substantial way, Landlord may terminate this Lease by giving written notice thereof to Tenant within sixty (60) days after such taking. In such event, the Award shall be paid to and be the sole property of Landlord except that Tenant shall be entitled to the unamortized portion of the cost of Tenant’s alterations or improvements performed after the first Lease Year, if any, in the same manner and under the same conditions as set forth in Section 8.1 above.

8.3

Temporary Taking.

If the whole or a part of the Leased Premises shall be taken or condemned for a public or quasi-public use or purpose by a competent authority, but only on a temporary basis, then in such event this Lease shall continue in full force and effect, without any abatement of rent whatsoever, but the Award paid on account of such temporary taking shall be paid to Tenant in full satisfaction of all claims of Tenant on account thereof.

8.4

Payment to Tenant.

Notwithstanding the provisions of this Article VIII, in the event of a termination of this Lease on account of a taking, then in such event ▇▇▇▇▇▇▇▇ agrees that Tenant may prosecute a claim in such condemnation proceeding for (a) the reasonable relocation and

moving costs incurred by Tenant on account thereof, (b) the unamortized balance of Tenant’s leasehold improvements to the Leased Premises, which balance shall be calculated by amortizing such costs on a straight-line basis over the initial fifteen (15) year Lease term, and (c) the value of the remaining leasehold interest of Tenant for the then existing term of this Lease. ▇▇▇▇▇▇ agrees that it shall not have the right to claim any other compensation in such proceeding. IX. MAINTENANCE AND ALTERATIONS

	9.1		Landlord’s Maintenance.

	(a)		Landlord shall perform all maintenance, repairs and replacements of the roof, including the heat/smoke evacuation fans and vents, the utility lines (as the same may be upgraded by Tenant) leading to the Leased Premises up to the point of entry, the foundation, floor slabs, parking and dock areas and all exterior and structural components of the Leased Premises (unless caused by Tenant’s use of or alterations to the Leased Premises). Subject to the limitation set forth in Section 4.3, Tenant shall pay to Landlord Tenant’s Pro Rata Share of the costs and expenses incurred by Landlord in fulfilling its obligations under this Section 9.1 pursuant to the reimbursement provisions set forth in Section 14.2 below, except that, subject to Section 6.1(d) hereof, if the necessity for any such maintenance, repairs or replacements results from any act or omission or negligence of Tenant, its agents, employees, contractors, customers or invitees, Tenant shall pay to Landlord all of the costs and expenses incurred by Landlord in performing such work. Such payment shall be additional rent hereunder and shall be paid to Landlord within thirty (30) days after Landlord bills Tenant therefor. Landlord shall, in any event, have ten (10) days after notice from Tenant stating the need for repairs to commence such repairs (unless an emergency in which event Landlord shall proceed forthwith), and Landlord shall thereafter proceed with due diligence to complete same.

	(b)		Notwithstanding the provisions of Paragraph (a) above, Landlord shall not be obligated to repair the following: (i) the dock doors, dock seals or dock bumpers, (ii) elevators or material lifts, (iii) exterior or interior of any doors, windows and plate glass surrounding the Leased Premises; (iv) HVAC in the Leased Premises, except as set forth in Section 9.3 below; and (v) damage to Tenant’s improvements or personal property caused by any casualty, burglary, break-in, vandalism, war or act of God. Landlord represents and warrants that as of the completion of Landlord’s Work in the initial Leased Premises and as of the delivery to Tenant of the additional portions of the Leased Premises that the items in (ii) and (iii) above are in good working order and repair.

	9.2		Tenant’s Maintenance.

Except as provided in Section 9.1 and 9.3 hereof, Tenant shall keep and

maintain the entire interior of the Leased Premises, specifically including, without limitation, pipes and conduits in good condition and repair and all interior utility systems exclusively serving the Leased Premises. Landlord shall assign to Tenant any existing warranties covering all matters to be repaired and maintained by Tenant. Tenant shall keep the Leased Premises from falling out of repair or deteriorating and shall keep the same safe, secure and clean and in full compliance with all health and safety regulations in force. Nothing in Section 1.6(a) shall be deemed to limit Tenant’s obligation under this Section 9.2. Tenant shall promptly remove any debris left by Tenant, its employees, agents, contractors or invitees in the parking area or other exterior areas of the Real Estate. ▇▇▇▇▇▇ agrees to cooperate with any other tenants on the Real Estate in connection with exterior maintenance and repairs not performed by Landlord hereunder to the end that any exterior repairs and maintenance will be performed in a uniform manner acceptable to Landlord. In connection therewith, Tenant and such other tenants may agree among themselves as to the allocation of costs and responsibilities.

9.3

HVAC Maintenance, Repair and Replacement.

Landlord shall deliver all the heating, ventilating and air conditioning units and related equipment and elements (collectively, “HVAC”) in the initial Leased Premises and in each additional portion of the Leased Premises to Tenant on the Delivery Date in good working order and condition as of the date of delivery of same to Tenant. Thereafter, Tenant shall maintain the HVAC at Tenant’s cost and shall also maintain a preventative maintenance program with a service level at least as set forth in that Mechanical Equipment Inventory dated October 4, 2007 prepared by Engineering Excellence, Inc. Tenant shall perform any needed repairs to the HVAC, and Landlord shall reimburse Tenant for the cost of such repairs only to the extent that during Lease Years 1 through 5, either (i) the repair cost for any individual unit exceeds $2,000 per repair occurrence, or (ii) the collective cost of repair for all units exceeds $10,000 annually during Lease Years 1 and 2 or $20,000 annually during Lease Years 3, 4 and 5. Upon receipt of a reasonably detailed invoice from Tenant, Landlord shall reimburse Tenant within 30 days. If replacement of HVAC units or elements is required, as determined by Tenant in Tenant’s reasonable judgment, then Tenant shall perform such replacement. For replacements occurring in (i) Lease Years 1 and 2, Landlord shall reimburse Tenant 100% of the cost of such replacements, (ii) Lease Years 3, 4 and 5, Landlord shall reimburse Tenant 50% of the cost of such replacements, and (iii) Lease Year 6 and thereafter, Landlord shall have no obligation to reimburse Tenant. Notwithstanding the foregoing, if Tenant performs any replacement of HVAC units or elements that may be capitalized under generally accepted accounting principles, then Landlord shall reimburse Tenant for the portion of the cost of such replacement calculated as follows: the cost of such replacement shall be amortized over its useful life on a straight-line basis (but in no event less than 120 months), and Landlord’s portion shall be the per month cost multiplied by the number of months of useful life in excess of the months remaining in the Term or Option Term as the case may be. Upon receipt of a reasonably detailed invoice from Tenant, Landlord shall reimburse Tenant within 30 days.

	9.4		Alterations.

	(a)		Subsequent to the completion of Landlord’s Work, Tenant shall thereafter make all additions, improvements and alterations on the Leased Premises, and on and to the appurtenances and equipment thereof, required on account of Tenant’s particular use of the Leased Premises and required by any governmental authority or which may be made necessary by the act or neglect of Tenant, its employees, agents or contractors, or any persons, firm or corporation claiming by, through or under Tenant. Tenant shall also be entitled to construct non-load bearing partition walls without Landlord’s consent. Except as provided in the immediately preceding sentences, Tenant shall not create any openings in the roof or exterior walls, or make any other exterior or structural alterations to the Leased Premises (hereinafter “Alterations”) without Landlord’s prior written consent, which consent shall not be unreasonably withheld by Landlord. Any alterations or improvements by Tenant which alter the location of partition walls, fire walls or other fire protection shall require the prior written consent of the Landlord, which consent shall not be unreasonably withheld.

	(b)		As to any Alterations which ▇▇▇▇▇▇ is required hereunder to perform or to which Landlord consents and as to work performed pursuant to Article XVIII hereof, such work shall be performed with new materials, in a ▇▇▇▇▇▇▇-like manner, strictly in accordance with plans and specifications therefor first approved in writing by Landlord, which approval shall not be unreasonably withheld, and in accordance with all applicable Laws. Tenant shall, prior to the commencement of such work, deliver to Landlord copies of all required permits, and builders risk (or installation floater) insurance coverage to the extent of the cost of the Alterations. Tenant shall permit Landlord to monitor construction operations in connection with such work, and to restrict, as may reasonably be required, the passage of manpower and materials, and the conducting of construction activity in order to avoid unreasonable disruption, hazard or inconvenience to Landlord or other tenants of the Real Estate or to Permitted Parties or damage to the Real Estate or the Leased Premises. Upon completion of any such work by or on behalf of Tenant, Tenant shall provide Landlord with such documents as Landlord may reasonably require (including, without limitation, sworn contractors’ statements and supporting lien waivers) evidencing payment in full for such work, and “as built” working drawings or final working drawings marked by the general contractor to show changes made in the field. In the event ▇▇▇▇▇▇ performs any work not in compliance with the provisions of this Section 9.3(b), Tenant shall, upon written notice from Landlord, immediately remove such work and restore the Leased Premises to their condition immediately prior to the performance thereof. If Tenant fails so to remove such work and restore the Leased Premises as aforesaid, Landlord may, at its option, and in addition to all other rights or remedies of Landlord under this Lease, at law or in equity, enter the Leased Premises and perform said obligation of Tenant and Tenant shall

			reimburse Landlord for the cost to the Landlord thereof, immediately upon being billed therefor by Landlord. Such entry by Landlord shall not be deemed an eviction or disturbance of Tenant’s use or possession of the Leased Premises nor render Landlord liable in any manner to Tenant.

	(c)		In no event shall Tenant be entitled to use the roof of the Leased Premises or any other roof on the Real Estate without the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole discretion. In the event Tenant obtains Landlord’s consent to utilize the roof of the Leased Premises or any other roof of a building on the Real Estate, Tenant shall only use Landlord’s roofing contractor for all purposes for which ▇▇▇▇▇▇▇▇ has consented.

	(d)		All improvements and Alterations made to the Leased Premises by Tenant shall, immediately upon attachment to the Leased Premises or installation thereof, be deemed the property of Landlord and Tenant shall have no further right or claim to the title thereof.

	(e)		Tenant shall have the right upon written notice to Landlord to install satellite equipment upon the roof of the Leased Premises, subject to Landlord’s approval of the equipment and the manner of installation, which approval shall not be unreasonably withheld or delayed. ▇▇▇▇▇▇ agrees to indemnify and hold harmless Landlord and Landlord’s Protected Parties from any loss, cost or expense (including damage to property and injury to person) arising out of the installation, maintenance, operation, repair, replacement and removal of such equipment. Tenant further agrees that such equipment shall not (i) violate any Laws, including, without limitation, those promulgated by the Federal Aviation Administration (“FAA”), (ii) interfere with any other tenants located at the Columbus International Aircenter, or (iii) result in an unsightly condition. Tenant shall be fully responsible for the maintenance and repair of such equipment and shall remove such equipment at the expiration or early termination of the Term of the Lease.

X. ASSIGNMENT AND SUBLETTING

	10.1		Consent Required.

	(a)		Tenant may assign, sublet, convey or mortgage its leasehold interest in the Leased Premises only with the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and ▇▇▇▇▇▇ shall remain fully liable hereunder. If Tenant assigns the Lease or enters into any sublease of the Leased Premises, Tenant shall deliver written notice thereof to Landlord within thirty (30) days after the effective date thereof. Any proposed assignment or sublease shall be expressly subject to the terms, conditions and covenants of this Lease and the use of such sublessee or assignee shall be compatible with the general character of the Real Estate. Any proposed assignment shall contain a written assumption by assignee of

			all of Tenant’s obligations under this Lease. Any sublease shall (i) provide that the sublease is subject and subordinate to this Lease; (ii) provide that the sublessee shall procure and maintain the insurance required of Tenant in accordance with the terms of Section 6.2(b) and Section 9.4(b) hereof, and (iii) provide for a copy to Landlord of notice of default by either party.

	(b)		No permitted assignment shall be effective and no permitted sublease shall commence unless and until any default by Tenant hereunder shall have been cured. No permitted assignment or subletting shall relieve Tenant from Tenant’s obligations and agreements hereunder and ▇▇▇▇▇▇ shall continue to be liable as a principal and not as a guarantor or surety to the same extent as though no assignment or subletting had been made.

	10.2		Other Transfer of Lease.

Tenant shall not allow or permit any transfer of this Lease, or any interest hereunder, by operation of law, or convey, mortgage, pledge, or encumber this Lease or any interest therein. XI. LIENS AND ENCUMBRANCES

11.1

Encumbering Title.

Tenant shall not do any act which shall in any way encumber the title of Landlord in and to the Leased Premises or the Real Estate, nor shall the interest or estate of Landlord in the Leased Premises or the Real Estate be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by Tenant. Any claim to, or lien upon, the Leased Premises or the Real Estate arising from any act or omission of Tenant shall accrue only against the leasehold estate of Tenant and shall be subject and subordinate to the paramount title and rights of Landlord in and to the Leased Premises and the Real Estate. Tenant shall have the option to record a Notice of Commencement, approved in advance by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.

11.2

Liens and Right to Contest.

Tenant shall not permit the Leased Premises or the Real Estate to become subject to any mechanics’, laborers’ or materialmen’s lien on account of labor or material furnished to Tenant or claimed to have been furnished to Tenant in connection with work of any character performed or claimed to have been performed on the Leased Premises by, or at the direction or sufferance of Tenant. In the event a mechanic’s lien is filed against the Leased Premises or the Real Estate due to work performed by or on behalf of Tenant, Tenant shall discharge or bond off same within fifteen (15) days from Tenant’s receipt of written evidence of the filing thereof. If Tenant fails to discharge or bond off 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. Tenant hereby agrees to indemnify and hold Landlord harmless for any liability, cost, damage and

expense occasioned by any mechanic’s lien filed against the Leased Premises or the Real Estate on account of labor or material furnished to Tenant or claimed to have been furnished to Tenant in connection with the Leased Premises or the Real Estate. XII. UTILITIES

	12.1		Utilities.

	(a)		Prior to the Commencement Date, Landlord shall provide water, sewer, electric and gas service to the Leased Premises. Tenant acknowledges that electric, gas, water and sewer utilities for the Leased Premises are provided by Landlord and billed by Landlord or its agent to Tenant (i) for water and sewer service, as calculated below in Section 12.1(d), and (ii) for electric and gas service based upon Tenant’s proportionate share computed by multiplying the cost of gas and electrical service for Building 3 of the Columbus International Aircenter by a fraction the numerator of which is the square footage of the Premises and the denominator of which is the square footage of said Building 3, which building square footage for purposes of this Section 12.1 shall be 811,000 square feet. Landlord shall not be liable for the quality or quantity of or interference involving any such utilities. During the term hereof, whether the Leased Premises are occupied or unoccupied, ▇▇▇▇▇▇ agrees to maintain heat sufficient to heat the Leased Premises so as to avert any damage to the Leased Premises on account of cold weather.

	(b)		Except as provided herein, Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility service being furnished to the Leased Premises. In the event any utility service to the Leased Premises shall be interrupted (a) for seventy-two (72) hours or more or (b) due to the negligent act or omission of the Landlord, its agents, contractors, or employees, rent and all charges payable hereunder shall equitably ▇▇▇▇▇ until such services are fully restored.

	(c)		▇▇▇▇▇▇ agrees to be responsible for its rubbish removal for the Leased Premises.

	(d)		▇▇▇▇▇▇’s obligation to Landlord for water and sewer utilities shall be 100% for the Leased Premises and 33.3% for the future Leased Premises not then delivered to Tenant. Tenant’s obligation shall be computed as the sum of (i) Tenant’s Pro Rata Share for usage of water and sewer utilities, plus (ii) one-third of the Pro Rata Share for usage of water and sewer utilities for an area equal to 811,000 sf minus the then leaseable area of the Leased Premises. Simultaneous with the billing to Tenant of its water and sewer charges for the Leased Premises, Landlord shall provide Tenant with details regarding the calculations used by Landlord in computing Tenant’s proportionate share of same. Tenant shall pay for such usage within 30 days of receipt of a reasonably detailed invoice therefore from Landlord.

XIII. INDEMNITY

13.1

Indemnity.

Tenant will protect, indemnify and save harmless Landlord Protected Parties (as defined in Section 6.1) from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) imposed upon or incurred by or asserted against Landlord by reason of (i) any failure on the part of Tenant to perform or comply with any of the terms of this Lease; (ii) performance of any labor or services or the furnishing of any materials or other property in respect of the Leased Premises or any part thereof; (iii) any violations or alleged violations of airport security regulations by Tenant and all Permitted Parties of Tenant; (iv) any use of the Leased Premises by Tenant, including but not limited to, the use of electronic or radar monitoring or transmission equipment or related transmissions; or (v) any and all liability, fines or other charges incurred as a result of alleged violations of airport or aviation security regulations by Tenant and its Permitted Parties. In case any action, suit or proceeding is brought against Landlord by reason of any occurrence described in this Section 13.1, Tenant will, at Tenant’s expense, by counsel approved by ▇▇▇▇▇▇▇▇, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The costs indemnified against hereunder and assumed under Article VI include, without limitation, any claims due to loss suffered by the Landlord, ▇▇▇▇▇▇▇▇’s other tenants, the Permitted Parties, the Columbus Regional Airport Authority, the tenants of the Columbus Airport Authority, or the City of Columbus, Ohio. The obligations of Tenant under this Section 13.1 shall survive the expiration or earlier termination of this Lease. Landlord will protect, indemnify and save harmless Tenant Protected Parties (as defined in Section 6.1) from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) imposed upon or incurred by or asserted against Tenant by reason of (i) any failure on the part of Landlord to perform or comply with any of the terms of this Lease, (ii) performance of any labor or services or the furnishing of any materials or other property in respect of the Leased Premises or any part thereof by Landlord, or (iii) any violations or alleged violations of airport security regulations by Landlord and all Permitted Parties of Landlord. In case any action, suit or proceeding is brought against Tenant by reason of any occurrence described in this Section 13.1, Landlord will, at Landlord’s expense, by counsel approved by ▇▇▇▇▇▇, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The costs indemnified against hereunder and assumed under Article VI include, without limitation, any claims due to loss suffered by the Tenant, the Permitted Parties, the Columbus Regional Airport Authority, the tenants of the Columbus Regional Airport Authority, or the City of Columbus, Ohio. The obligations of Landlord under this Section 13.1 shall survive the expiration or earlier termination of this Lease.

XIV. RIGHTS RESERVED TO LANDLORD

14.1

Rights Reserved to Landlord.

Without limiting any other rights reserved or available to Landlord under this Lease, at law or in equity, Landlord, on behalf of itself and Agent reserves the following rights to be exercised at Landlord’s election:

	(a)		Upon reasonable advance notice to inspect the Leased Premises;

	(b)		Upon reasonable advance notice and with appropriate supervision, to show the Leased Premises to prospective purchasers, mortgagees, or other persons having a legitimate interest in viewing the same, and, at any time within one (1) year prior to the expiration of the Lease term, to persons wishing to rent the Leased Premises;

	(c)		During the last year of the Lease term, to place and maintain the usual “For Rent” sign on the Real Estate (but not in or on the Leased Premises), and at any time during the Lease term to place and maintain “For Sale” signs on the Real Estate (but not in or on the Leased Premises); and

	(d)		If Tenant shall theretofore have vacated the Leased Premises (but not earlier than during the last ninety (90) days of the Lease term), to decorate, remodel, repair, alter or otherwise prepare the Leased Premises for new occupancy.

	(e)		To promulgate rules and regulations for the operation and use of the Common Areas, including the parking areas for the common use and benefit of the tenants of the Real Estate and their customers and invitees. Subject to the limitations set forth in Section 21.17 regarding parking and access, Landlord shall at all times have exclusive control of the Common Areas and may at any time and from time to time: (i) modify and amend reasonable rules and regulations for the use of the Common Areas, which rules and regulations shall be binding upon the Tenant upon delivery of a copy thereof to the Tenant; (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 employees, invitees, guests, customers and suppliers of the tenants of the Real Estate 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 Real Estate, 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.

	(f)		Remove any obstructions in the Common Areas created or permitted by Tenant, including towing vehicles parked in restricted parking zones at Tenant’s sole cost and expense.

Upon reasonable advance notice and with appropriate supervision, Landlord may enter upon the Leased Premises for any and all of said purposes and may exercise any and all of the foregoing rights hereby reserved, during normal business hours unless an emergency exists, without being deemed guilty of any eviction or disturbance of Tenant’s use or possession of the Leased Premises, and without being liable in any manner to Tenant.

	14.2		Maintenance Costs.

	(a)		Subject to the limitation set forth in Section 4.3, Tenant shall pay to Landlord, as additional rental, in monthly installments based on Landlord’s estimates, from time to time, simultaneously with payment of minimum rental called for under Article IV, Tenant’s Pro Rata Share of the “Maintenance Cost” for the operation, maintenance, repair and replacement of the Common Areas and those costs incurred by Landlord pursuant to Section 9.1 above.

	(b)		The Maintenance Costs for the Common Areas shall be computed on an accrual basis, and shall include all costs incurred by Landlord in connection with operating, securing, maintaining, repairing and replacing the Common Areas, including by way of example but not limitation: (i) cost of labor (including workmen’s compensation insurance, employee benefits and payroll taxes); (ii) materials, and supplies used or consumed in the maintenance or operation of the Common Area; (iii) to the extent not included in Section 12.1(b), the cost of operating and repairing of the lighting; (iv) cleaning, painting, removing of rubbish or debris, snow and ice, private security services, and inspecting the Common Areas; (v) the cost of repairing and/or replacing paving, curbs, walkways, parking lots, markings, directional or other signs; landscaping, and drainage and lighting facilities; (vi) rental paid for maintenance of machinery and equipment; (vii) to the extent not included in Section 6.5, cost of insurance for public liability and property insurance and boiler and machinery insurance for property in the Common Areas which are not part of the building, and crime insurance; (viii) one-half (1/2) of all costs properly chargeable to a capital account and (ix) a reasonable allowance to Landlord for Landlord’s supervision, which allowance shall not in an accounting year exceed ten percent (10%) of the total of all Maintenance Costs (excluding item (vii) above) for such accounting year (all of the foregoing are collectively referred to herein as “Maintenance Costs.” Maintenance Costs shall not include greater than one-half (1/2) of any costs incurred by Landlord properly chargeable to a capital account.

	(c)		Landlord shall maintain accurate and detailed records of all Maintenance

			Costs for the Common Areas.

	(d)		Tenant’s Pro Rata Share of all Maintenance Costs shall be computed by Landlord within ninety (90) days after the end of each accounting year (which Landlord may change from time to time). Landlord shall furnish to Tenant a statement showing in reasonable detail the actual Maintenance Costs incurred during such accounting year and ▇▇▇▇▇▇’s Pro Rata Share thereof. To the extent Tenant’s Pro Rata Share of such costs is greater than the sums paid by Tenant for such year, the difference shall be billed to and paid by Tenant within thirty (30) days after ▇▇▇▇▇▇’s receipt of said ▇▇▇▇. Any shortfall shall be credited against future installments of rent. Tenant’s estimated monthly Maintenance Costs thereafter may be adjusted by written notice from Landlord.

XV. QUIET ENJOYMENT

15.1

Quiet Enjoyment.

So long as Tenant is not in default under the covenants and agreements of this Lease, ▇▇▇▇▇▇’s quiet and peaceable enjoyment of the Leased Premises shall not be disturbed or interfered with by Landlord or by any person claiming by, through or under Landlord. XVI. SUBORDINATION OR SUPERIORITY

	16.1		Subordination or Superiority.

	(a)		This Lease is subject and subordinate to the lien of any deed of trust, mortgage or mortgages now placed upon ▇▇▇▇▇▇▇▇’s interest in the Real Estate. Landlord shall use good faith efforts to obtain a commercially reasonable non-disturbance agreement for Tenant from its existing lender on or before the Rent Commencement Date. The parties agree that the non-disturbance agreement attached hereto as Exhibit D is commercially reasonable. In the event Tenant has not received a fully executed commercially reasonable non-disturbance agreement within six (6) months from the date of this Lease, Tenant’s obligation to pay Annual Rent (but not Additional Rent) hereunder shall be deferred commencing upon the expiration of such six (6) month period until such time as said non-disturbance agreement is fully executed and delivered to Tenant.

	(b)		Landlord reserves the right to subject and subordinate this Lease at all times to the lien of any deed of trust, mortgage or mortgages hereafter placed upon ▇▇▇▇▇▇▇▇’s interest in the Leased Premises; provided, however, that no default by ▇▇▇▇▇▇▇▇, 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. Tenant shall execute a commercially reasonable instrument presented to Tenant for the purpose of effecting such subordination so long as the subordination is substantially in the form attached as Exhibit D. 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.

	(c)		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 Leased Premises 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.

XVII. SURRENDER

17.1

Surrender.

Upon the termination of this Lease, whether by forfeiture, lapse of time or otherwise, or upon termination of Tenant’s right to possession of the Leased Premises, Tenant will at once surrender and deliver up the Leased Premises, together with all improvements thereon, to Landlord, in good condition and repair, reasonable wear and tear and loss by fire or other casualty excepted; conditions existing because of Tenant’s failure to perform maintenance, repairs or replacements as required herein, or because of ▇▇▇▇▇▇’s particular use of the Leased Premises (even if permitted pursuant to Section 1.6(a) hereof), shall not be deemed “reasonable wear and tear.” Tenant shall deliver to Agent all keys to all doors therein. As used herein, the term “improvements” shall include, without limitation, all plumbing, lighting, electrical, heating, cooling and ventilating fixtures and equipment, and all Alterations (as said term is defined in Section 9.4 hereof) whether or not permitted under said Section 9.4. All alterations, including the Alterations, improvements and additions, temporary or permanent, made in or upon the Leased Premises by Tenant, or made by Landlord on Tenant’s behalf, shall become Landlord’s property immediately upon installation thereof and shall remain upon the Leased Premises on any such termination without compensation, allowance or credit to Tenant; provided, however, that Landlord shall have the right to require Tenant to remove any alterations, including the Alterations, and to restore the Leased Premises to their condition prior to the making of any such alterations, repairing any damage occasioned by such removal and restoration, unless Landlord has consented to the installation thereof, in which event no such removal may be required by Landlord. If Landlord requires removal of any alterations and Tenant does not make such removal in accordance with this Section at the time of such termination, or within thirty (30) days after such request, whichever is later, Landlord may remove the same (and repair any damage occasioned thereby), and dispose thereof or, at its election, deliver the same to

any other place of business of Tenant or warehouse the same. Tenant shall pay the reasonable costs of such removal, repair, delivery and warehousing to Landlord on demand.

17.2

Removal of Tenant’s Property.

Upon the termination of this Lease by lapse of time, Tenant shall remove ▇▇▇▇▇▇’s articles of personal property incident to Tenant’s business (“Trade Fixtures”); provided, however, that Tenant shall repair any damage to the Leased Premises which may result from such removal, and shall restore the Leased Premises to the same condition as prior to the installation thereof. If Tenant does not remove Tenant’s Trade Fixtures from the Leased Premises prior to the expiration or earlier termination of the Lease Term, Landlord, may, at its option, remove the same (and repair any damage occasioned thereby) and dispose thereof or deliver the same to any other place of business of Tenant or warehouse the same, and Tenant shall pay the cost of such removal, repair, delivery and warehousing to Landlord on demand, or Landlord may treat such Trade Fixtures as having been conveyed to Landlord with this Lease as a bill of sale, without further payment or credit by Landlord to Tenant.

17.3

Holding Over.

Tenant shall have no right to occupy the Leased Premises or any portion thereof after the expiration of the Lease or after termination of the Lease or of Tenant’s right to possession pursuant to Section 19.2 hereof. In the event Tenant or any party claiming by, through or under ▇▇▇▇▇▇ holds over, Landlord may exercise any and all remedies available to it at law or in equity to recover possession of the Leased Premises. For each month or partial month that Tenant or any party claiming by, through or under Tenant remains in occupancy of all or any portion of the Leased Premises after the expiration of the Lease or after termination of the Lease or Tenant’s right to possession, Tenant shall pay monthly rental at a rate equal to 125% of the rate of rent and other charges payable by Tenant hereunder immediately prior to the expiration or other termination of the Lease or of Tenant’s right to possession. The acceptance by Landlord of any lesser sum shall be construed as a payment on account and not in satisfaction of damages for such holding over. XVIII. ENVIRONMENTAL CONDITIONS

18.1

“Environmental Condition” Defined.

As used in this Lease, the phrase “Environmental Condition” shall mean: (a) any adverse condition relating to surface water, ground water, drinking water supply, land, surface or subsurface strata or the ambient air, and includes, without limitation, air, land and water pollutants, noise, vibration, light and odors, or (b) any condition which may result in a claim of liability under the Comprehensive Environment Response Compensation and Liability Act, as amended (“CERCLA”), or the Resource Conservation and Recovery Act (“RCRA”), or any claim of violation of the Clean Air Act, the Clean Water Act, the Toxic Substance Control Act (“TOSCA”), or (c) any claim of liability or of violation under any

federal statute hereafter enacted dealing with the protection of the environment or with the health and safety of employees or members of the general public, or under any rule, regulation, permit or plan under any of the foregoing, or under any Laws now or hereafter promulgated by the state in which the Leased Premises are located, or any political subdivision thereof, relating to such matters (collectively “Environmental Laws”). Except as disclosed to Tenant in writing prior to the execution of this Lease in the (i) Building 3, Columbus International Aircenter, Project EC 072607 by Edgecon, Inc. dated August 28, 2007, and (ii) Building 3 Air Sampling Reports — August 2007, Columbus, International Aircenter, Columbus, Ohio by ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Ohio LLC dated September 5, 2007, Landlord hereby represents and warrants to Tenant that there is no Environmental Condition known to Landlord which would prevent the use of the Building by Tenant for the Purpose or adversely affect any of Tenant’s employees, contractors, agents, invitees.

18.2

Compliance by Tenant.

Tenant shall, at all times during the Lease term, comply with all Environmental Laws applicable to the Leased Premises and shall not, in the use and occupancy of the Leased Premises, cause or contribute to, or permit or suffer any other party to cause or contribute to any Environmental Condition on or about the Leased Premises. Tenant shall not, however, be responsible for environmental conditions existing prior to Tenant’s possession of the Leased Premises except for ▇▇▇▇▇▇’s acts or omissions that worsen, in any way, said conditions, and only to the extent of the worsening. Landlord shall use its best efforts to cause its predecessor in interest, the United States of America, to be responsible for all monitoring, remediation or other obligations regarding the pre-existing Environmental Conditions which it is to perform. Landlord shall be responsible for all pre-existing Environmental Conditions other than those which the United States of America is to perform. In the event that the United States of America fails to perform as provided above, ▇▇▇▇▇▇▇▇ agrees that Landlord and not Tenant shall be responsible for said pre-existing Environmental Conditions. Without limiting the generality of the foregoing, Tenant shall not, without the prior written consent of Landlord, receive, keep, maintain or use on or about Leased Premises any substance as to which a filing with a local emergency planning committee, the State Emergency Response Commission or the fire department having jurisdiction over the Leased Premises is required pursuant to ‘311 and/or ‘312 of the Comprehensive Environmental Response, Compensation or Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986 (“▇▇▇▇”) (which latter Act includes the Emergency Planning and Community Right-To-Know Act of 1986); in the event Tenant makes a filing pursuant to ▇▇▇▇ or maintains substances as to which a filing would be required, Tenant shall simultaneously deliver copies thereof to Agent, or notify Agent in writing of the presence of those substances.

18.3

Environmental Indemnity.

Tenant shall protect, indemnify and save harmless Landlord, Agent and all of their respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any

Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or the Permitted Parties of Tenant (“Tenant Contamination”). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Tenant Contamination, Tenant will, at Tenant’s expense, by counsel reasonably approved by Landlord, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. The obligations of Tenant under this Section 18.3 shall survive the expiration or earlier termination of this Lease, and Tenant shall, notwithstanding a termination of this Lease, continue to pay rent for the Leased Premises in the same amount paid during the last year of the term hereof until such time as all remediation work required to cure such matter has been completed. Landlord shall protect, indemnify and save harmless Tenant and all of its respective members, directors, officers, employees and agents from and against all liabilities, obligations, claims damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of whatever kind or nature, contingent or otherwise, known or unknown, incurred or imposed, based upon any Environmental Laws or resulting from any Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Landlord or the Permitted Parties of Landlord (“Landlord Contamination”). In case any action, suit or proceeding is brought against any of the parties indemnified herein by reason of any Landlord Contamination, Landlord will, at Landlord’s expense, by counsel reasonably approved by ▇▇▇▇▇▇, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended. During any remediation necessitated of any Landlord Contamination, the rent payable hereunder shall be equitably adjusted to the extent of any material adverse interference with ▇▇▇▇▇▇’s use and occupancy of the Leased Premises. The obligations of Landlord under this Section 18.3 shall survive the expiration or earlier termination of this Lease.

18.4

Testing and Remedial Work.

Landlord may conduct tests and routine audits on or about the Leased Premises for the purpose of determining the presence of any Environmental Condition. If such tests and/or audits indicate the presence of an Environmental Condition on or about the Leased Premises which occurs due to the acts or omissions of Tenant or its Permitted Parties, Tenant shall, in addition to its other obligations hereunder, reimburse Landlord for the cost of conducting such tests. Without limiting Tenant’s liability under Section 18.3 hereof, in the event of any such Environmental Condition, Tenant shall promptly and at its sole cost and expense, take any and all steps necessary to remedy the same, complying with all provisions of applicable Laws and with Section 9.4(b) hereof. If Tenant fails to promptly remedy same, then Tenant shall deposit with Landlord an amount sufficient to cause the remediation of same, based upon Landlord’s reasonable estimate of the cost thereof, and upon completion of such work by Landlord, Tenant shall pay to Landlord any shortfall promptly after Landlord bills Tenant therefor, or Landlord shall promptly refund to Tenant any excess deposit, as the case may be. Additionally, pursuant to a deed filed for record on October 17, 1997 as Instrument Number 199710170122033, Recorder’s Office, Franklin County, Ohio (“Deed”), it is the obligation of the United States of America to undertake certain environmental remediation on the Real Estate, which obligation may interfere with ▇▇▇▇▇▇’s use of the Leased Premises. ▇▇▇▇▇▇ agrees to make no claim against the United

States of America as a result of such interference so long as such remediation is in accordance with the terms of the Deed. XIX. REMEDIES

19.1

Defaults.

Tenant agrees that any one or more of the following events shall be considered events of default as said term is used herein:

	(a)		Tenant shall be adjudged an involuntary bankrupt, or a decree or rider approving, as properly filed, a petition or answer filed against Tenant asking reorganization of Tenant under the Federal bankruptcy laws as now or hereafter amended, or under the Laws of any state, shall be entered, and any such decree or judgment or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof; or

	(b)		Tenant shall file or admit the jurisdiction of the court and the material allegations contained in any petition in bankruptcy or any petition pursuant to or purporting to be pursuant to the Federal bankruptcy laws as now or hereafter amended, or Tenant shall institute any proceeding or shall give its consent to the institution of any proceedings for any relief of Tenant under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangements, composition or extension; or

	(c)		Tenant shall make any assignment for the benefit of creditors or shall apply for or consent to the appointment of a receiver for Tenant or any of the property of Tenant; or

	(d)		The Leased Premises are levied upon by any revenue officer or similar officer on account of the actions of Tenant; or

	(e)		A decree or order appointing a receiver of the property of Tenant shall be made and such decree or order shall not have been vacated or set aside within sixty (60) days from the date of entry or granting thereof;

	(f)		Tenant shall abandon the Leased Premises during the term hereof; or

	(g)		Tenant shall default in any payment of rent or in any other payment required to be made by Tenant hereunder when due as herein provided (all of which other payments shall be deemed “additional rent” payable hereunder), or shall default under Sections 6.1 or 6.2 hereof, and any such default shall continue for five (5) business days after notice thereof in writing to Tenant; or

	(h)		Tenant shall fail to contest the validity of any lien or claimed lien and give security to Landlord to assure payment thereof, or, having commenced to contest the same and having given such security, shall fail to prosecute such

			contest with diligence, or shall fail to have the same released and satisfy any judgment rendered thereon, and such default continues for ten (10) days after notice thereof in writing to Tenant; or

	(i)		Tenant shall default in keeping, observing or performing any of the other covenants or agreements herein contained to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant, provided, however, that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it shall commence such cure within such thirty (30) day period and thereafter rectify and cure such default with due diligence; or

	(j)		Tenant shall default under any agreement with the Columbus Regional Airport Authority, the Federal Aviation Administration, the Ohio Environmental Protection Agency, or with any other governmental entity with respect to its operation and use of the Leased Premises.

	(k)		Tenant shall violate any provision of the Declaration of Restrictions and Easements and such violation shall continue for fifteen (15) days after notice thereof from Landlord to Tenant.

	19.2		Remedies.

Upon the occurrence of any one or more of such events of default, Landlord may at its election terminate this Lease or terminate Tenant’s right to possession only, without terminating the Lease. Upon termination of the Lease, or upon any termination of Tenant’s right to possession without termination of the Lease, Tenant shall surrender possession and vacate the Leased Premises immediately, and deliver possession thereof to Landlord, and hereby grants to Landlord the full and free right, without demand or notice of any kind to Tenant except as hereinabove expressly provided for, to enter into and upon the Leased Premises in such event with or without process of law and to repossess the Leased Premises by force, self-help or otherwise without process of law as ▇▇▇▇▇▇▇▇’s former estate and to expel or remove Tenant and any other who may be occupying or within the Leased Premises without being deemed in any manner guilty of trespass, eviction, or forcible entry or detainer, without incurring any liability for any damages resulting therefrom and without relinquishing Landlord’s rights to rent or any other right given to Landlord hereunder or by operation of law. Upon termination of the Lease, Landlord shall be entitled to recover as damages all rent and other sums due and payable by Tenant on the date of termination, plus (a) an amount equal to the value of the rent and other sums provided herein to be paid by Tenant for the residue of the stated term hereof, less the fair rental value of the Leased Premises for the residue of the stated term (taking into account the time and expenses necessary to obtain a replacement tenant or tenants, including expenses hereinafter described relating to recovery of the Leased Premises, preparation for reletting and for reletting itself), and (b) the cost of performing any other covenants to be performed by ▇▇▇▇▇▇. If Landlord elects to terminate Tenant’s right to possession only without terminating the Lease, Landlord may, at Landlord’s option, enter into the Leased

Premises, remove ▇▇▇▇▇▇’s signs and other evidences of tenancy, and take and hold possession thereof as hereinabove provided, without such entry and possession terminating the Lease or releasing Tenant, in whole or in part, from Tenant’s obligations to pay the rent hereunder for the full term or from any other of its obligations under this Lease. Landlord may relet all or any part of the Leased Premises for such rent and upon such terms as shall be satisfactory to Landlord (including the right to relet the Leased Premises for a term greater or lesser than that remaining under the Lease term, and the right to relet the Leased Premises as a part of a larger area, and the right to change the character or use made of the Leased Premises). For the purpose of such reletting, Landlord may decorate or make any repairs, changes, alterations or additions in or to the Leased Premises that may be necessary or convenient. If Landlord does not relet the Leased Premises, notwithstanding good faith efforts to do so, Tenant shall continue to pay to Landlord on demand the monthly rent due hereunder, and other sums provided herein to be paid by ▇▇▇▇▇▇. If the Leased Premises are relet and a sufficient sum shall not be realized from such reletting after paying all of the expenses of such decorations, repairs, changes, alterations, additions, the expenses of such reletting and the collection of the rent accruing therefrom (including, but not by way of limitation, attorneys’ fees and brokers’ commissions), to satisfy the rent and other charges herein provided to be paid for the remainder of the Lease term, Tenant shall pay to Landlord on demand any deficiency and Tenant agrees that Landlord shall use reasonable efforts to mitigate its damages arising out of Tenant’s default; Landlord shall not be deemed to have failed to use such reasonable efforts by reason of the fact that Landlord has leased or sought to lease other vacant premises owned by Landlord, whether on the Real Estate or not, in preference to reletting the Leased Premises, or by reason of the fact that Landlord has sought to relet the Leased Premises at a rental rate higher than that payable by Tenant under the Lease (but not in excess of the then current market rental rate). If Tenant shall default under Section 19.1(i) and if such default cannot with due diligence be cured within said period of thirty (30) days after notice in writing shall have been given to Tenant, and if Tenant promptly commences to eliminate such default, and vigorously pursues such cure to completion thereafter, then Landlord shall not have the right to declare said term ended by reason of such default or to repossess without terminating the Lease so long as Tenant is proceeding diligently and with reasonable dispatch to take all steps and do all work required to cure such default, and does so cure such default, provided, however, that the curing of any default in such manner shall not be construed to limit or restrict the right of Landlord to declare the said term ended or to repossess without terminating the Lease, and to enforce all of its rights and remedies hereunder for any other default not timely cured.

19.3

Remedies Cumulative.

No remedy herein or otherwise conferred upon or reserved to Landlord shall be considered to exclude or suspend any other remedy but the same shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease to Landlord may be exercised from time to time and so often as occasion may arise or as may be deemed expedient.

19.4

No Waiver.

No delay or omission of Landlord to exercise any right or power arising from any default shall impair any such right or power to be construed to be a waiver of any such default or any acquiescence therein. No waiver of any breach of any of the covenants of this Lease shall be construed, taken or held to be a waiver of any other breach, or as a waiver, acquiescence in or consent to any further or succeeding breach of the same covenant. The acceptance by Landlord of any payment of rent or other charges hereunder after the termination by Landlord of this Lease or of Tenant’s right to possession hereunder shall not, in the absence of agreement in writing to the contrary to Landlord, be deemed to restore this Lease or ▇▇▇▇▇▇’s right to possession hereunder, as the case may be, but shall be construed as a payment on account, and not in satisfaction of damages due from Tenant to Landlord.

	19.5		Intentionally Deleted.

	19.6		Delinquent Rent.

In the event Tenant shall be late in the payment of rent or other charges required to be paid hereunder more than two (2) times in any twelve (12) calendar month period (provided notice of such payment or other monetary default shall have been given to Tenant, but regardless of whether Tenant shall have timely cured any such payment or other defaults of which notice was given), and in addition to the other remedies set forth herein, Tenant shall pay to Landlord, as liquidated damages, ten percent (10%) of such delinquent amount, together with such delinquent amount. XX. SECURITY DEPOSIT [Intentionally Deleted] XXI. MISCELLANEOUS

	21.1		Intentionally Deleted.

	21.2		Estoppel Certificates.

Landlord and Tenant shall, at any time and from time to time upon not less than ten (10) days’ prior written request from the other, execute, acknowledge and deliver to the requesting party, in form reasonably satisfactory to the requesting party, a written statement certifying (if true) that ▇▇▇▇▇▇ has accepted the Leased Premises, that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), that the other party is not in default hereunder, the date to which the rental and other charges have been paid in advance, if any, whether ▇▇▇▇▇▇ has any rights of setoff or self-help under this Lease, and such other accurate certifications as may reasonably be required by the requesting party or its mortgagee, agreeing to give copies to any mortgagee of all notices required under this

Lease and agreeing to afford the requesting party’s mortgagee a reasonable opportunity to cure any default. It is intended that any such statement delivered pursuant to this subsection may be relied upon by any prospective purchaser or mortgagee of the Leased Premises or Real Estate and their respective successors and assigns.

21.3

Landlord’s and ▇▇▇▇▇▇’s Right to Cure/Landlord Default.

Landlord may, but shall not be obligated to, cure any default by Tenant (specifically including, but not by way of limitation, Tenant’s failure to obtain insurance, make repairs, or satisfy lien claims); and whenever Landlord so elects, all costs and expenses paid by Landlord in curing such default, including without limitation reasonable attorneys’ fees, shall be so much additional rent due on the next rent date after such payment together with interest (except in the case of said attorneys’ fees) at the highest rate then payable by Tenant in the State of Ohio, or, in the absence of such a maximum rate, at a rate per annum equal to four percent (4%) in excess of the announced prime rate of interest of National City Bank of Columbus, Columbus, Ohio in effect on the date of such advance, from the date of the advance to the date of repayment by Tenant to Landlord. Any failure by Landlord to observe or perform any provision, covenant or condition of this Lease to be observed or performed by Landlord, if such failure continues for thirty (30) days after written notice thereof from Tenant to Landlord, shall constitute a default by Landlord under this Lease, provided, however, that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Landlord shall not be deemed to be in default if it shall commence such cure within such thirty (30) day period and thereafter rectify and cure such default with due diligence. Tenant may, but shall not be obligated to, cure any default by Landlord solely with respect to the Leased Premises (specifically including, but not by way of limitation, Landlord’s failure to obtain insurance or make repairs); and whenever Tenant so elects, all reasonable costs and expenses are paid by Tenant in curing such default, including without limitation reasonable attorney’s fees, shall be reimbursed by Landlord to Tenant within thirty (30) days after demand therefor, together with copies of all invoices evidencing such expenditures, together with interest (except in the case of said attorneys’ fees) at the highest rate then payable by Landlord in the State of Ohio, or, in the absence of such a maximum rate, at a rate per annum equal to four percent (4%) in excess of the announced prime rate of interest of National City Bank of Columbus, Columbus, Ohio in effect on the date of such advance, from the date of the advance to the date of repayment by Landlord to Tenant. In the event Landlord fails to reimburse Tenant within such thirty (30) days, Tenant shall have the option to deduct the reasonable cost of the cure from twenty-five percent (25%) of the rent and charges otherwise due hereunder. Tenant shall also have any and all rights available under the Laws of the state in which the Leased Premises are situated.

21.4

Amendments Must Be in Writing.

This document contains the entire agreement between the parties hereto with respect to the subject matter hereof. None of the covenants, terms or conditions of this

Lease, to be kept and performed by either party, shall in any manner be altered, waived, modified, changed or abandoned except by a written instrument, duly signed and delivered by both parties hereto.

21.5

Notices.

Whenever under this Lease provisions are made for notice of any kind, it shall be deemed sufficient notice and sufficient service thereof if such notice is in writing, addressed to Landlord or Tenant, respectively, at the addresses set forth in Section 1.6(j) and (k), and deposited in the United States mail by certified mail, return receipt requested, with postage prepaid or Federal Express, Express Mail or such other expedited mail service as normally results in overnight delivery. All notices shall be effective upon receipt or refusal of receipt. Either party may change the place for service of notice by notice to the other party.

21.6

Short Form Lease.

This Lease shall not be recorded, but the parties agree, at the request of either of them, to execute a Memorandum of Lease for recording, containing the names of the parties, the legal description and the term of the Lease, similar in form and substance to that attached hereto as Exhibit F.

21.7

Time of Essence.

Time is of the essence of this Lease, and all provisions herein relating thereto shall be strictly construed.

21.8

Relationship of Parties.

Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership, or of joint venture, by the parties hereto, it being understood and agreed that no provision contained in this Lease or any acts of the parties hereto shall be deemed to create any relationship other than the relationship of Landlord and ▇▇▇▇▇▇.

21.9

Captions.

The captions of this Lease are for convenience only and are not to be construed as part of this Lease and shall not be construed as defining or limiting in any way the scope or intent of the provisions hereof.

21.10

Severability.

If any term or provision of this Lease shall to any extent be held invalid or unenforceable, the remaining terms and provisions of this Lease shall not be affected thereby, but each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by Laws.

21.11

Law Applicable.

This Lease shall be construed and enforced in accordance with the Laws of the state where the Leased Premises are located.

21.12

Covenants Binding on Successors.

All of the covenants, agreements, conditions, and undertakings contained in this Lease shall extend and inure to and be binding upon the heirs, executors, administrators, successors and assigns of the respective parties hereto, the same as if they were in every case specifically named, and wherever in this Lease reference is made to either of the parties hereto, it shall be held to include and apply to, wherever applicable, the heirs, executors, administrators, successors and assigns of such party. Nothing herein contained shall be construed to grant or confer upon any person or persons, firm, corporation or governmental authority, other than the parties hereto, their heirs, executors, administrators, successors and assigns, any right, claim or privilege by virtue of any covenant, agreement, condition or undertaking in this Lease contained.

21.13

Brokerage.

Landlord and Tenant each represent to the other that they have not entered into any agreement or incurred any obligation in connection with this transaction which might result in the obligation to pay a brokerage commission. Landlord and Tenant hereby covenant to pay, hold harmless, indemnify and defend the other party from and against any and all costs, expenses or liability for any compensation, commissions and charges claimed by any broker or agent with respect to this Lease or the negotiation thereof on account of the actions of the indemnifying party.

21.14

Landlord Means Owner.

The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners at the time in question of the fee of the Real Estate, and in the event of any transfer or transfers of the title to such fee, Landlord herein named (and in case of any subsequent transfer or conveyances, the then grantor) shall be automatically freed and relieved, from and after the date of such transfer or conveyance, of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed; provided that any funds in the hands of such Landlord or the then grantor at the time of such transfer, in which Tenant has an interest, shall be turned over to the grantee, and any amount then due and payable to Tenant by Landlord or the then grantor under any provisions of this Lease shall be paid to Tenant.

21.15

▇▇▇▇▇▇’s Requirements.

If any mortgagee or committed financier of Landlord should require, as a condition precedent to the closing of any loan or the disbursal of any money under any loan, that this

Lease be amended or supplemented in any manner (other than in the description of the Leased Premises, the term, the purpose or the rent or other changes hereunder, or in any other regard as will substantially or materially affect the rights of Tenant under this Lease), Landlord shall give written notice thereof to Tenant, which notice shall be accompanied by a Lease Supplement Agreement embodying such amendments and supplements. Tenant shall, within ten (10) days after the effective date of Landlord’s notice, either consent to such amendments and supplements (which consent shall not be unreasonably withheld) and execute the tendered Lease Supplement Agreement, or deliver to Landlord a written statement of its reason or reasons for refusing to so consent and execute. Failure of Tenant to respond within said ten (10) day period shall be a default under this Lease without further notice.

21.16

Signs.

Tenant’s signage shall require Landlord’s prior written consent, which shall be in Landlord’s discretion. Tenant shall be responsible for obtaining all permissions, approvals, permits and licenses required or deemed necessary by Tenant relating to the signs desired by Tenant. Landlord shall reasonably cooperate with ▇▇▇▇▇▇’s efforts; provided however, all such cooperation shall be at Tenant’s expense.

	21.17		Parking Areas; Truck Trailer Parking Lease.

	(a)		It is understood by and between the parties hereto that parking on the Real Estate, unless as otherwise specifically designated by Landlord as exclusive parking, is allocated to the tenants thereof on an unreserved basis. Throughout the term of this Lease, Landlord shall provide to Tenant, its employees and invitees the continuous use of not less than four hundred (400) automobile parking spaces within the area (the “Tenant Parking Area”) bounded (A) on the north by the northerly property line of the fee parcel containing the Leased Premises, (B) on the east by a line created by extending the centerline of Yearling Road northward to said property line, (C) on the south by the northerly right of way of East Fifth Avenue, and (D) on the west by Airway Drive . Prior to August 1, 2008, Landlord shall reseal and restripe the automobile parking lots to the north and south of the Leased Premises. Landlord agrees that (i) Tenant shall have continuous truck access to the loading dock areas on the north side of the Leased Premises and the west side of the Leased Premises to the extent that such are immediately adjacent to and contiguous with such portions of the building than a part of the Leased Premises; (ii) Landlord shall not cause or allow, and shall use all commercially reasonable efforts to prevent, any material adverse interference with Tenant’s use of the DSW Access Route (as identified on Exhibit E) for two-way truck traffic on a continuous basis, 24 hour per day, 7 days per week, 365 days per year; provided however, that notwithstanding the foregoing, Landlord may temporarily re-route Tenant’s truck traffic during periods of Landlord’s construction within the Columbus International Aircenter so long as (x) Landlord reasonably minimizes the

			duration and interference of such re-routing, and (y) such re-routing is within the Columbus International Aircenter and does not utilize any public roadways; (iii) the passenger automobile parking areas to the immediate south and west of the Leased Premises shall have lighting not less than a minimum foot candle level of one (1) foot candle per square foot, and (iv) Landlord shall not otherwise materially adversely affect parking, ingress, egress or access to the Leased Premises.

	(b)		Notwithstanding Section 21.17(a), Landlord shall have the right to restrict Tenant’s use of the portion of parking area labeled on Exhibit E as the “Future Reserve Area” by giving Tenant 90 days advance notice.

	21.18		Force Majeure.

In the event either party hereto (the “Delayed Party”) shall be delayed or hindered in or prevented from the performance of any act required under this Lease by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, the unforeseen application of restrictive governmental Laws or regulations, riots, insurrection, war, acts of terrorism or other reason of a like nature not the fault of the Delayed Party in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided that the Delayed Party notified the other party within fifteen (15) days of the Delayed Party being informed of the occurrence of the event causing such delay. The provisions of this section shall not operate to excuse either party from the payment of any monetary sums due under the terms of this Lease.

21.19

Landlord’s and ▇▇▇▇▇▇’s Expenses.

Tenant agrees to pay on demand ▇▇▇▇▇▇▇▇’s expenses, including reasonable attorneys’ fees, expenses and administrative hearing and court costs incurred either directly or indirectly in enforcing any obligation of Tenant under this Lease, in curing any default by ▇▇▇▇▇▇ as provided in Section 19.2 hereof or in connection with appearing, defending or otherwise participating in any action or proceeding arising from the filing, imposition, contesting, discharging or satisfaction of any lien or claim for lien, in defending or otherwise participating in any legal proceedings initiated by or on behalf of Tenant wherein Landlord is not adjudicated to be in default under this Lease, or in connection with any investigation or review of any conditions or documents in the event Tenant requests ▇▇▇▇▇▇▇▇’s agreement, approval or consent to any action of Tenant which may be desired by Tenant or required of Tenant hereunder. ▇▇▇▇▇▇▇▇ agrees to pay on demand ▇▇▇▇▇▇’s expenses, including reasonable attorneys’ fees, expenses and administrative hearing and court costs incurred either directly or indirectly in enforcing any obligation of Landlord under this Lease, in curing any default by Landlord in the Leased Premises or in connection with appearing, defending or otherwise participating in any action or proceeding arising from the filing, imposition,

contesting, discharging or satisfaction of any lien or claim for lien, in defending or otherwise participating in any legal proceedings initiated by or on behalf of Landlord wherein Tenant is not adjudicated to be in default under this Lease, or in connection with any investigation or review of any conditions or documents in the event Landlord requests ▇▇▇▇▇▇’s agreement, approval or consent to any action of Landlord which may be desired by Landlord or required of Landlord hereunder.

21.20

Execution of Lease by Landlord.

The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Leased Premises and this document shall become effective and binding only upon the execution and delivery hereof by Landlord and by ▇▇▇▇▇▇. All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein.

21.21

Exculpatory Clause.

Except with respect to any damages resulting from the gross negligence of Landlord, its agents, or employees, Landlord shall not be liable to Tenant, its agents, employees, or customers for any damages, losses, compensation, accidents, or claims whatsoever. The foregoing notwithstanding, it is expressly understood and agreed that nothing in this Lease contained shall be construed as creating any liability whatsoever against Landlord personally, its members, officers, directors, shareholders or partners, and in particular without limiting the generality of the foregoing, there shall be no personal liability to pay any indebtedness accruing hereunder or to perform any covenant, either express or implied, herein contained, or to keep, preserve or sequester any property of Landlord, and that all personal liability of Landlord of every sort, if any, is hereby expressly waived by ▇▇▇▇▇▇, to the extent permitted by law, and by every person now or hereafter claiming any right or security hereunder; and that so far as the parties hereto are concerned, the owner of any indebtedness or liability accruing hereunder shall look solely to the Leased Premises for the payment thereof. If the Tenant obtains a money judgment against Landlord, any of its officers, directors, shareholders, partners, or their successors or assigns under any provisions of or with respect to this Lease or on account of any matter, condition or circumstance arising out of the relationship of the parties under this Lease, ▇▇▇▇▇▇’s occupancy of the building or Landlord’s ownership of the Leased Premises, Tenant shall be entitled to have execution upon any such final, unappealable judgment only upon Landlord’s fee simple estate in the Real Estate and the rents and profits thereof, and not out of any other assets of Landlord, or any of its members, officers, directors, shareholders or partners, or their successor or assigns; and Landlord shall be entitled to have any such judgment so qualified as to constitute a lien only on said fee simple estate and the rents and profits thereof.

21.22

Airport Access.

Except as set forth in the parking agreements between Landlord and the Columbus Regional Air Authority, Tenant acknowledges that it shall have no right of access to Port

Columbus International Airport by virtue of this Lease. Any such access shall be pursuant to the terms of a separate agreement between Tenant and the Columbus Regional Airport Authority. In the event Tenant enters into such an agreement with the Columbus Regional Airport Authority, ▇▇▇▇▇▇ agrees to abide by all of the terms and conditions thereof, and Tenant shall indemnify Landlord in the event of any liability to Landlord on account of ▇▇▇▇▇▇’s non-compliance therewith.

	21.23		Amendments to Other Leases; Failure of Lenders to Consent.

	(a)		Landlord, 4300 Venture 6729 LLC (Landlord’s affiliate) and DSW Inc. (Tenant’s affiliate) shall execute simultaneously with this Lease an amendment to each of (i) that certain Industrial Space Lease — Net dated March 22, 2000, as assigned and amended, between ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, successor in interest to 4300 Venture 6729 LLC and Shonac Corporation n/k/a DSW Inc. for ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (Aircenter Building No. 6), and (ii) that certain Office Space Lease — Net dated November 30, 2006 between Landlord and DSW Inc. for ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (Aircenter Building No. 4). The effect of such amendments shall be to limit to Three and 00/100ths percent (3.00%) the annual increase of the sum of Tenant’s Prorata Share of Maintenance Costs and Insurance Premiums (as defined in each respective lease) under each respective lease; provided however, such cap shall not apply to Tenant’s Pro Rata share of Impositions or of Landlord’s costs for snow and ice removal. Landlord represents to Tenant that the lenders’ consents of said Landlord’s affiliates are required for said lease amendments. Landlord shall use all due diligence and commercially reasonable efforts in good faith to obtain any necessary lender’s approvals to such amendments.

	(b)		In the event that the lenders’ consents required under section 21.23 cannot be obtained, or in the event that said lender(s) require modification of said amendment(s) prior to giving consent(s), then:

	(i)		Landlord shall indemnify, defend and hold harmless Tenant for all costs, expenses, losses, damages, judgments, injuries, liabilities, penalties, including but not limited to increased expenses or other damages related to or arising from said lenders’ failure to consent or Landlord’s lender’s required modifications to this Lease, but specifically excluding indirect, incidental and consequential damages, and

	(ii)		As to the amendment(s) contemplated in subsections (a)(i) and (a)(ii) above relating to the 3% cap on increases in certain expenses, Landlord and Tenant shall negotiate in good faith and agree upon such equitable adjustments under this Lease to give Tenant the net economic benefit of said proposed amendment(s).

	(c)		Also simultaneously with this Lease and said amendments, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC (Landlord’s affiliate) and DSW Inc. shall execute an amendment to that certain Trailer Parking Lot Lease Agreement dated November 30, 2006 the effect of which is to finalize the amount of the Tenant Reimbursement to be $224,759.80 (as defined in Section 6 of said agreement). Landlord represents and warrants to Tenant that no lender consent is required for the amendment contemplated by this Section 21.23(c).

	21.24		Consent.

Whenever this Lease requires the consent of either party hereto, such consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that this provision shall not apply where a specific standard is otherwise set forth for granting or withholding consent in this Lease.

21.25

Lease Guaranty.

Simultaneous with the execution of this Lease, ▇▇▇▇▇▇’s corporate parent, DSW Inc., an Ohio corporation, shall execute a Lease Guaranty in the form of Exhibit G, to induce Landlord to enter into this Lease. [signatures appear on the following page]

IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have executed this Lease the day and year first above written.


LANDLORD: 4300 VENTURE 34910 LLC, a Delaware limited liability company
By:	▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC,
	an Ohio limited liability company,
	its Member


By:	JUBILEE-AIRCENTER, L.L.C.,
	a Delaware limited liability company,
	its Managing Member


By:	JUBILEE LIMITED PARTNERSHIP,
	an Ohio limited partnership,
	its Managing Member


By:	SCHOTTENSTEIN PROFESSIONAL
	ASSET MANAGEMENT CORPORATION, a Delaware corporation,
	its General Partner


By:	/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
	Print Name:	▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
	Title:	President

TENANT: eTAILDIRECT LLC, an Ohio limited liability company
By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Print Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title:	VP/General Councel

EX-10.1 2 l30457aexv10w1.htm EX-10.1 LANDLORD: 4300 Venture 34910 LLC 1798 Frebis Avenue Columbus, Ohio 43206-0410 TENANT: eTailDirect LLC 810 DSW Drive Columbus, Ohio 43219 LEASED PREMISES: Up to 811,000 square feet in Building 3 4314 East Fifth...

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