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GROUND LEASE

dated as of October 22, 1999

between

ADC
TELECOMMUNICATIONS, INC.,
as Landlord,

and

LEASE
PLAN NORTH AMERICA, INC.,
not in its individual capacity,
except as otherwise expressly stated herein,
but solely as Agent Lessor,
as Tenant

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TABLE OF CONTENTS

|    |  |                                                     |  | Page
|--- |  | --------------------------------------------------- |  | ----
|1.  |  | Land                                                |  | 1   
|2.  |  | Term and Use                                        |  | 1   
|3.  |  | Ground Lease Rent                                   |  | 1   
|4.  |  | Improvements                                        |  | 2   
|5.  |  | Real Estate Taxes                                   |  | 3   
|6.  |  | Utilities                                           |  | 3   
|7.  |  | Insurance                                           |  | 4   
|8.  |  | Indemnity                                           |  | 4   
|9.  |  | Repairs                                             |  | 4   
|10. |  | Compliance with Laws and Ordinances                 |  | 4   
|11. |  | Landlord's Access to Land                           |  | 5   
|12. |  | Assignment and Subletting                           |  | 5   
|13. |  | Performance by Subtenants and Occupancy Tenants     |  | 5   
|14. |  | Casualty and Condemnation                           |  | 5   
|15. |  | Ground Lease Events of Default                      |  | 6   
|16. |  | Tenant's Right to Mortgage                          |  | 7   
|17. |  | Landlord's Right to Mortgage                        |  | 9   
|18. |  | Landlord's and Tenant's Certificates                |  | 9   
|19. |  | Quiet Enjoyment                                     |  | 9   
|20. |  | Recording of Memorandum                             |  | 10  
|21. |  | Inability to Perform                                |  | 10  
|22. |  | Notices                                             |  | 10  
|23. |  | Tenant's Right of First Refusal; Option to Purchase |  | 10  
|24. |  | Liens                                               |  | 12  
|25. |  | Liability of Tenant                                 |  | 12  
|26. |  | No Merger of Title                                  |  | 12  
|27. |  | Landlord's Right to Cure                            |  | 13  
|28. |  | Miscellaneous                                       |  | 13  

Exhibit A    Legal
Description of Land
Exhibit B    Form of Memorandum of Ground Lease
Exhibit C    Material Contract Terms



## 

GROUND LEASE

THIS GROUND LEASE (this "Ground Lease") is made as of October 22, 1999, by and between ADC
TELECOMMUNICATIONS, INC., a Minnesota corporation (in its capacity as landlord hereunder, "Landlord") and LEASE PLAN NORTH AMERICA, INC.,
not in its individual capacity, except as expressly stated herein, but solely as Agent Lessor (in its capacity as tenant hereunder, "Tenant"). For all
purposes hereof, the capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in Appendix 1 to that certain Participation Agreement dated as of the date
hereof, among Tenant, Landlord, ABN AMRO Bank, N. V., as Administrative Agent ("Administrative Agent"), and the Persons Named on Schedule I
Thereto, as Participants (as amended, restated or otherwise modified from time to time, the "Participation Agreement").

W I T N E S S E T H:

A.  Landlord
is the fee simple owner of the land legally described onExhibit Aattached hereto and made a part hereof (together with all rights-of-way or use, easements, servitudes, licenses, tenements, driveways,
approaches, pavements, hereditaments, curbs and street front privileges and appurtenances thereunto belonging but excluding the Improvements (as hereinafter defined), the
"Land") located in the State of Minnesota, County of Hennepin.

B.  Landlord
and Tenant desire to enter into a ground lease of the Land.

C.  Concurrently
herewith, Tenant is entering into that certain Lease dated as of the date hereof (as amended, restated or otherwise modified from time to time, the
"Lease"), by and between Tenant, as Lessor, and Landlord, as Lessee, pursuant to which Tenant, as Lessor under the Lease, subleases to Landlord, as
Lessee under the Lease, the interest in the Land granted herein for the Lease Term (as defined in the Lease).

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to enter into this Ground Lease, as follows:

1.Land.Landlord, for and in consideration of the rents herein reserved and of the agreements herein
contained on the part of Tenant to be kept, observed and performed, does by these presents demise and lease to Tenant, and Tenant hereby hires and lets from Landlord, the Land, subject to the
exceptions set forth in the Owner's Policy.

2.Term and Use.To have and to hold, for any and all lawful purposes, for a term of forty
(40) years, commencing on the date hereof and expiring on the fortieth anniversary of the date hereof, both days inclusive. Notwithstanding anything herein to the contrary, from and after the
Transition Date (as defined inSection 15(f)), this Ground Lease may be terminated by Tenant at any time, without penalty, upon
not less than ten (10) days notice to Landlord.

3.Ground Lease Rent.The total rent for the term of this Ground Lease ("Ground
Lease Rent") is $100.00. Landlord acknowledges receipt of the sum of $100.00, which represents a prepayment of the Ground Lease Rent due hereunder during the term hereof. Such
Ground Lease Rent shall be absolutely net to Landlord.

Notwithstanding
the foregoing, from and after the Transition Date, the annual Ground Lease Rent shall be based on the Fair Market Rent (defined below), as prorated for any partial
year or month, in monthly installments payable in advance beginning on the Transition Date and thereafter on the first day of each calendar month. As used herein, the term
"Fair Market Rent" shall mean, as of and
following the Transition Date, the prevailing market rate per rentable square foot per annum (on a triple net basis) for a comparable ground lease (assuming the Land is unimproved) in the county in
which the Land is located where (i) the tenant is a fully creditworthy tenant, (ii) the lessor and the lessee each are acting prudently and knowledgeably, (iii) the lessor and the
lessee are well informed or advised and acting in their respective best interests, (iv) the lessor and the lessee have each considered the location and other aspects of the Land, and
(v) the rent is not affected by undue stimulus.

Fair
Market Rent shall be determined as of the Transition Date and each third (3rd) anniversary date thereof (each, a "Determination
Date"), such determination to be made pursuant to the terms, conditions and time periods set forth below with each such determination becoming effective only for the periods
following the applicable Determination Date. Landlord and Tenant shall use their best efforts to agree as to the Fair Market Rent within thirty (30) days after each Determination Date. If the
parties are unable to agree upon the Fair Market Rent within thirty (30) days after a Determination Date, the Fair Market Rent shall be determined in the same manner as "Appraised Value" is
determined under the second and third paragraphs ofSection 23(b), except that the term "Appraised Value" wherever it appears in
such section shall be replaced with the term "Fair Market Rent," and the term "value" wherever it appears in such section shall be replaced with the term "rent amount." Until such Fair Market Rent is
determined as provided above, Tenant shall pay (i) with respect to the period commencing immediately after the Transition Date, $100.00 per month or such other amount as it believes represents
the Fair Market Rent, and (ii) with respect to any other period following the third (3rd) anniversary date of the Transition Date, the Fair Market Rent as in effect immediately prior to the
most recent Determination Date. If Fair Market Rent is ultimately established at a higher amount than the amount then being paid by Tenant, then within thirty (30) days of the determination of
such Fair Market Rent as provided above, Tenant shall pay the Fair Market Rent accrued from the Determination Date to the date of such payment less any amounts already paid, plus interest on the
unpaid amount at an interest rate equal to the "Prime Rate" as published from time to time in the Eastern edition ofThe Wall Street
Journal. Each change in such interest rate due to a change in such Prime Rate shall take effect simultaneously with such change in such Prime Rate without notice. If the Prime
Rate shall be in violation of any usury or similar law, then the Prime Rate shall be reduced to the extent necessary to comply with any applicable usury or similar law.

4.Improvements.Without Landlord's consent, Tenant shall have the right, at any time and from time to
time, to erect, construct, and install on the Land any and all buildings, structures and other improvements, including, but not limited to, the Financed Improvements and any and all utility lines,
pipes, connections and fixtures (herein sometimes collectively called "Improvements") and any and all machinery, equipment, signs, trade fixtures,
furniture, furnishings, appointments and other personal property to be located therein and utilized in connection with the use and operation thereof
("Personalty"). Without Landlord's consent, Tenant shall also have the right to change, alter, raze, remove or add to any Improvements, or any part
thereof, now existing or hereafter erected, constructed or installed on the Land and remove the Personalty installed or placed in, on, or about the Improvements and the Land. Notwithstanding the
foregoing, so long as the Lease is in effect, Tenant's rights hereunder shall be subject to the restrictions of the Lease.

Landlord
acknowledges and agrees that title to the existing Improvements and Personalty and all future Improvements and Personalty (including the Financed Improvements) is and shall
remain in Tenant during the term of this Ground Lease,providedthat all Improvements and Personalty which are not
removed by the Tenant within ninety (90) days following the expiration or termination of this Ground Lease shall become the property of Landlord, and if so requested by Landlord, Tenant shall
execute, acknowledge and deliver to Landlord a proper instrument in writing, releasing and quitclaiming to
Landlord all right, title and interest of Tenant in and to the Improvements and Personalty remaining on the Land.

In
the event Landlord shall fail or refuse to sign and deliver any application for building and other permits required, if any, for the erection, construction and installation of
Improvements (if same is required to be signed by Landlord) within ten (10) days after Tenant submits same to Landlord for execution, for all building and other permits and licenses necessary
for the erection, construction and installation of the Improvements, or for the use and operation of the Land and for certificates of occupancy, then Tenant shall have the right and authority to sign
any such application in the name of

the Landlord. This provision shall constitute an irrevocable power-of-attorney coupled with an interest, but only for these purposes.

5.Real Estate Taxes.During the term of this Ground Lease, Tenant will pay all real estate taxes and
assessments, both general and special, which shall become due and payable solely with respect to the Land during the term of this Ground Lease. If any such tax or assessment may, at the option of the
taxpayer, be paid in installments, Tenant may exercise the option to pay the same in installments. If Tenant shall elect to pay any such tax or assessment on the installment basis, then Tenant will
pay only those installments which become due and payable during the term of this Ground Lease. All real estate taxes and assessments that shall be assessed with respect to the fiscal tax years falling
wholly or partially within the first and last calendar years of the term of this Ground Lease shall be apportioned pro rata between Landlord and Tenant on a per diem basis in accordance with the
respective numbers of days in such fiscal tax years during which this Ground Lease is in effect. All real estate taxes and assessments which Tenant agrees to pay pursuant to this Ground Lease, and
that are not paid when due, may be paid by Landlord, in which event such amount shall be reimbursed by Tenant to Landlord, on demand, and shall become additional rent hereunder, and shall accrue
interest at the Overdue Rate from the date paid by Landlord.

Tenant,
at its expense, shall have the right to contest or review by legal, administrative or other proceedings the amount or validity of any such tax or assessment imposed against
the Land. Nothing contained herein shall imply any right on the part of Tenant to postpone such payment unless such proceedings or security given shall stay the collection thereof and the sale of the
Land to satisfy same. Landlord, at Tenant's request, shall join in any such proceedings, but Landlord shall not be liable for any expenses in connection therewith. The proceedings referred to herein
shall include, but shall not be limited to, appropriate appeals from any judgments, decrees or orders made in any such proceedings. In the event of any reduction, cancellation or discharge of such
taxes or assessments as a result of such proceedings, and if Tenant had not already paid same, then Tenant will do so forthwith as they are finally levied, assessed or imposed. If there shall be any
refund payable by the Governmental Authority with respect thereto, Tenant shall be entitled to receive and retain same.

Nothing
contained herein shall obligate Tenant to pay any income, inheritance, estate, gift, succession, sales, use, revenue or transfer tax (or any substitution therefor) of, or
levied or assessed against Landlord; nor any other tax, assessment, charge or levy (or any substitution therefor) against Landlord with respect to or because of the rent and other income derived by
Landlord under this Ground Lease; nor shall Tenant be deemed obligated to pay any personal property, corporation, franchise, capital stock, payroll, excise, privilege or any other tax of similar
nature (or any substitution therefor) which may be levied or assessed against Landlord.

6.Utilities.Tenant will pay all charges for sewer usage or rental, refuse removal, and utilities,
including gas, water and electricity, consumed at the Improvements during the term of this Ground Lease as the same shall become due and payable.

Tenant
shall have the right to grant any easements, rights of way and licenses required by any public or quasi-public utility company with respect to the construction, operation and
use of the Improvements and Personalty. Landlord shall execute any instruments any such public or quasi-public utility companies may reasonably request or require from
Landlord;provided, however, that in each case, such easement, right of way or license (i) does not materially impair the value,
utility and remaining useful life of the Land, (ii) is reasonably necessary in connection with the construction, operation or use of the Improvements and the Personalty and (iii) does
not cause the Land or any portion thereof to fail to comply with all material requirements of law. If Landlord shall fail to execute and deliver same, Tenant shall have the right and authority to
execute same in the name of Landlord as if a legal power-of-attorney coupled with an interest had this day been executed by Landlord in favor of Tenant, but only for these
purposes.

7.Insurance.



8.Indemnity.



9.Repairs.So long as there exist any Improvements on the Land, Tenant, at its expense, will keep and
maintain the Improvements in good and safe order, condition and repair, ordinary wear and tear excepted. Landlord shall not be required to furnish any services or facilities to the Land, except as
otherwise set forth herein.

Tenant,
at its expense, will keep clean and free from dirt, snow, ice, rubbish, obstructions and encumbrances the sidewalks, areas, alleys and curbs in front of or adjacent to the
Land.

10.Compliance with Laws and Ordinances.Tenant will comply with all federal, state, county and city
laws, ordinances and regulations of any duly constituted authority affecting the Land, except where the failure would not have a material adverse effect, individually or in the aggregate, on the Land.
Tenant, at its expense, shall have the right to contest or review by legal, administrative or other proceedings the validity of any such law, ordinance and regulation, or the application thereof.
During such proceedings, compliance with any such law, ordinance or regulation may be deferred by Tenant


upon the condition that Tenant will secure the cost of complying with same to Landlord in such manner as Landlord may reasonably request. Landlord shall join in such proceedings if necessary to do so
in order to prosecute such proceedings properly, but Landlord shall not be liable for any expenses in connection therewith. The proceedings referred to herein shall include, but shall not be limited
to, appropriate appeals from any judgments, decrees or orders made in any such proceedings.

11.Landlord's Access to Land.Landlord will have access to the Land, at its own risk and expense, at
any and all reasonable times during the term of this Ground Lease for the purpose of examining and inspecting the same upon reasonable prior notice.

12.Assignment and Subletting.Tenant, with the express written consent of Landlord during the term of
the Lease and without the consent of Landlord after the term of the Lease, at any time and from time to time during the term of this Ground Lease, shall have the right to assign this Ground Lease, and
its rights hereunder and its interest in the Improvements, and to sublet all or any part of the Land and lease the Improvements, or any portion thereof. In the event this Ground Lease shall be
assigned by Tenant, then all liabilities and obligations on the part of Tenant accruing after such assignment shall terminate,providedthat any such assignee shall execute an instrument in writing assuming all of those liabilities and obligations imposed upon Tenant hereunder which accrue after
the effective date of such assignment and deliver the same to Landlord. Tenant shall give notice to Landlord of any assignment or subletting of all the Property. Nothing contained herein, however,
shall be construed to release Tenant from any liability or obligation which accrued prior to the effective date of such assignment. Notwithstanding the foregoing, so long as the Lease is in effect,
Tenant will not assign its interests hereunder to the extent prohibited by the Lease.

13.Performance by Subtenants and Occupancy Tenants.Landlord shall accept performance by any subtenant
or occupant of any of the terms and provisions of this Ground Lease required to be performed by Tenant with the same force and effect as though performed by Tenant.

14.Casualty and Condemnation.If any buildings, structures or other Improvements located on the Land,
or any part thereof, shall be damaged or destroyed by fire or other casualty, Tenant's obligations under this Ground Lease shall not be affected. Except as set forth inSection 9, following any
casualty on the Land, Tenant shall have no obligation to restore, repair or rebuild any Improvements on the Land.

As
used herein, a "Significant Condemnation" shall mean taking of title to the Land or the Improvements resulting in the loss or use of
possession of a material portion of the Improvements or
the Land as reasonably determined in good faith by the Tenant;provided,however, that so long as the Lease shall remain in effect with respect to
the Land, a "Significant Condemnation"
shall be deemed to have occurred (and shall only be deemed to have occurred) upon the occurrence of a "Significant Condemnation" as defined in the Lease.

In
the event of a Significant Condemnation, the entire award, or the aggregate of any separate awards, shall be apportioned as follows:



and
this Ground Lease shall remain in full force and effect;provided, however, that at any time thereafter Tenant shall have the right
in its sole discretion to terminate this Ground Lease shall terminate on the following date: (x) if the Lease is in effect on the date of the Significant Condemnation, the date the Lease
terminates with respect to the Land and Improvements pursuant to Section 14.1 of the Lease and ADC shall have performed all of its obligations thereunder, including (without limitation) its
obligations under Section 14.1 thereof and (y) in all other cases on the date of such Significant Condemnation, and in either case the Ground Lease Rent and other charges shall be
apportioned and paid to the date of such Significant Condemnation. The provisions of thisSection 14as to the
apportionment of any such awards shall survive such termination.

In
the event of a condemnation or exercise of eminent domain that is not a Significant Condemnation, there shall be no abatement of Ground Lease Rent and the entire award, or the
aggregate of the separate awards to Landlord and Tenant, as the case may be (less costs, fees and expenses reasonably incurred by Landlord and Tenant in connection with the collection thereof) shall
be paid to Tenant for (a) all amounts owing to Tenant under the Lease or, if the Lease is no longer in effect, for all amounts which would have been owing to Tenant under the Lease assuming
that (i) the Lease was still in full force and effect and (ii) had been in full force and effect during the entire period in which it was not in effect, and assuming further that for
purposes of making such calculation the interest rate to be used is the Overdue Rate, and (b) for all amounts by which the value of the Improvements as determined in such condemnation
proceeding exceeds such amounts inclause (a)above, and the balance of the award after payment to Tenant of the
amounts specified inclauses (a) and (b)above shall be paid to Landlord.

15.Ground Lease Events of Default.



Except
to the extent that Landlord may have otherwise agreed in writing, no waiver by Landlord of any breach by Tenant of any of its obligations, agreements or covenants hereunder
shall be deemed to be a waiver of any subsequent breach of the same, or any other obligation, agreement or covenant, nor shall any forbearance by Landlord to seek a remedy for such breach by Tenant be
deemed a waiver by Landlord of its rights or remedies with respect to such breach.

16.Tenant's Right to Mortgage.Tenant may at any time and from time to time (and as many times as it
desires) mortgage, hypothecate or pledge this Ground Lease and the leasehold estate created hereby and the interest of Tenant in and to this Ground Lease, together with Tenant's right, title and
interest in the Improvements and Personalty and Tenant's interest in any and all subleases and in and to all rents due or to become due thereunder (herein called a "Leasehold
Mortgage"; and the holder of any such Leasehold Mortgage, whether or not the same is recorded of record, is herein called a "Leasehold
Mortgagee").



Landlord
and Tenant agree that so long as any such Leasehold Mortgage exists:



The
provisions of thisSection 16are for the benefit of any Leasehold Mortgagee and may be relied upon and shall be enforceable
by any Leasehold Mortgagee. No Leasehold Mortgagee shall be liable upon the covenants, agreements or obligations of Tenant contained in this Ground Lease, except as expressly provided herein.

Landlord
shall execute any instruments any such Leasehold Mortgagee may reasonably request or require from Landlord, with respect to the provisions of
thisSection 16.

17.Landlord's Right to Mortgage.Subject to the restrictions and limitations of the Lease, Landlord
shall have the right to place a mortgage or other lien on the Land or Landlord's interest in this Ground Lease at any time during the term of this Ground
Lease;provided, however, that any such mortgage shall at all times be junior and subordinate to (a) this Ground Lease and any
amendments, modifications, replacements or substitutions thereof, including, without limitation, any new lease entered into in accordance
withSection 16hereof, and the mortgage shall so expressly state and (b) the rights and interests under the liens granted
to Agent Lessor and the Participants under the Operative Documents.

18.Landlord's and Tenant's Certificates.Landlord and Tenant, on written request from each other,
shall execute and deliver to the other party or any Leasehold Mortgagee or prospective purchaser, if so requested, without charge, a certificate certifying that this Ground Lease is in full force and
effect, and whether it has been modified (and if there have been modifications, stating them), and whether or not the party executing the certificate knows of any default, breach or violation by the
other party under any of the terms of this Ground Lease, and such other matters as may reasonably be requested.

19.Quiet Enjoyment.Landlord agrees that during the term of this Ground Lease and following the
Transition Date, so long as no Ground Lease Event of Default exists, Tenant's quiet and peaceful enjoyment of the Land shall not be disturbed or interfered with by Landlord or any other person or

party, except any person or party (excluding ADC or its Affiliates) claiming by, through or under Tenant.

20.Recording of Memorandum.Upon the execution hereof, Landlord and Tenant shall execute and deliver a
memorandum hereof in substantially the form ofExhibit Battached hereto, and Landlord (as its expense) shall record such memorandum in
the real estate records of the state and county in which the Land is located.

21.Inability to Perform.Anything in this Ground Lease to the contrary notwithstanding, Tenant's
inability to fulfill any of Tenant's agreements and undertakings under this Ground Lease shall not be considered Ground Lease Events of Default if Tenant is prevented or delayed from so doing by
reason of a Force Majeure Event.

22.Notices.Unless otherwise specified herein, all notices, requests, demands or other communications
to or upon the respective parties hereto shall be made in writing and shall be deemed to have been given (i) in the case of notice by letter, the earlier of when delivered to the addressee by
hand or courier if delivered on a business day and, if not delivered on a business day, the first business day thereafter or on the third business day after depositing the same in the mails,
registered or certified mail, postage prepaid, return receipt requested, addressed as provided below or at such other address within the continental United States as any party may notify the other
party as specified herein, and (ii) in the case of notice by facsimile, when receipt is confirmed if delivered on a business day and, if not delivered on a business day, the first business day
thereafter, addressed as provided below or at such other address within the continental United States as any party may notify the other party as specified herein. Copies of all notices given by
facsimile shall be contemporaneously sent by overnight courier.

If
to Landlord:



If
to Tenant:



23.Tenant's Right of First Refusal; Option to Purchase.



If
the parties are unable to agree upon the Appraised Value within thirty (30) days after the exercise of such option, the Appraised Value shall be determined as follows:
Within ten (10) days after the
expiration of such 30-day period (or such earlier time upon which the parties may agree) each party shall select an independent appraiser who is an M.A.I. appraiser with at least
5 years experience in the appraisal of similar property in the area in which the Land is located. Within twenty (20) days after such retention, each appraiser shall submit to the parties
and to each other a written determination of the Appraised Value based on the criteria set forth above. Such Appraised Value shall be the mean average of the values determined by the two
appraisers,provided, the lesser of such values so determined does not vary by more than five percent (5%) from the greater of such
values. If there shall be such variance, then the two appraisers shall, within ten (10) days after notice of such variance, select a third appraiser with like experience (and if the two
appraisers are unwilling or unable to do so, such appraiser shall be selected by the American Arbitration Association) who shall submit a written


determination of the Appraised Value based on the criteria set forth above, within thirty (30) days after the retention of such third appraiser. In such event, such Appraised Value shall mean
the mean average of the values determined by the three appraisers, but any value that is more than ten percent (10%) different from the mean average shall be disregarded, and the Appraised Value shall
be the mean average of the remaining values. If all three values determined by the three appraisers are more than ten percent (10%) different from the mean average, the Appraised Value shall mean the
mean average of the two values which are closest to one another.

If
either of the parties shall fail to appoint an appraiser, the determination of the appraiser appointed by the other party shall control. Each party shall pay its own appraiser's
fee and one-half of the fee of the third appraiser, if any.

Upon
the determination of such Appraised Value, and subject to disapproval as hereinafter provided, Landlord and Tenant shall within ten (10) days thereafter (or sooner if
mutually agreed upon by the parties) enter into a written agreement for the sale of the Land for the Appraised Value containing substantially those terms set forth inExhibit Chereto;provided; however, that if Tenant disapproves of the
Appraised Value within fifteen (15) days of the determination thereof by written notice of such disapproval to Landlord, the parties shall be released from any further obligation under
thisSection 23with respect to the particular election by Tenant to purchase pursuant to which said Appraised Value shall have
then been determined. In the event of a failure or refusal of Landlord to enter into such agreement within the time required therefor and provided Tenant has validly exercised its option to purchase
in full compliance with the terms hereof, Tenant may enforce its right to specific performance and damages granted by law or equity or as additionally provided in such purchase agreement.

24.Liens.Tenant shall not permit any mechanics', laborers' or materialmen's liens or the claims
thereof to stand against the Land by reason of any cause whatsoever, including, without limitation, the construction of the Improvements, unless (i) appropriate bond is posted covering any loss
resulting from such lien within thirty (30) days of Tenant receiving written notice of such lien or claim, or (ii) Tenant agrees in writing to indemnify Landlord for such claims with a
creditworthy entity within such thirty (30) day period or (iii) Tenant contests such lien or claim and pays any judgment issued in such contest before execution thereof.

25.Liability of Tenant.Anything in this Ground Lease to the contrary notwithstanding, Landlord
acknowledges and agrees that each of the covenants, undertakings and agreements herein made on the part of Tenant, while in form purporting to be covenants, undertakings, and agreements of Tenant,
are, nevertheless, made and intended not as personal covenants, undertakings and agreements by Tenant, or for the purpose of binding Tenant or its assets personally, but are made and intended for the
purpose of binding only Tenant's interest in the Land, and Agent Lessor is executing this Ground Lease solely in its capacity as Agent Lessor under the Lease; and that no personal liability or
personal responsibility
is assumed by, nor shall at any time be asserted or enforceable against Tenant, Agent Lessor, or any Participant (each as defined in the Lease) or any past, present or future stockholder, subscriber
of capital stock, officer, director, incorporator or partner of Tenant, Agent Lessor, or any Participant or any successors or assigns of any of them whether by virtue of any constitutional provision,
statute or rule of law or by enforcement of any liability or claim under or in connection with this Ground Lease from any source other than the Tenant's interest in the Land, it being agreed that all
such personal liability is hereby waived.

26.No Merger of Title.There shall be no merger of this Ground Lease or of the ground leasehold estate
created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, in whole or in part, (a) this Ground Lease or the ground leasehold estate created
hereby or any interest in this Ground Lease or such ground leasehold estate, (b) the fee estate or


ground leasehold title in the Land, except as may expressly be stated in a written instrument duly executed and delivered by the appropriate person or (c) a beneficial interest in Landlord.

27.Landlord's Right to Cure.If Tenant shall fail to make any payment or perform any act required to
be made or performed hereunder, or shall fail to make any payment or perform any act required to be made or performed by any mortgage which is a lien on the Land or the Property, or Tenant's interest
therein, or shall fail to make any payment or perform any act required to be performed by Tenant under any lease or sublease from Tenant, Landlord, without waiving or releasing any obligations or
default, may, but shall be under no obligation to, make such payment or perform such act for the account and at the expense of Tenant, and may enter upon the Land and the Property or any part thereof
for such purposes and take such action thereon as, in the Landlord's opinion, may be necessary or appropriate therefor. In the event of an emergency, such actions may be taken at any time and without
any notice. In the event of a nonemergency, such actions may be taken at any time after such failure continues for more than 10 days after written notice thereof from the Landlord (or if the
failure is of such a character as to require more than 10 days to cure and Tenant has commenced the cure and is continuing to use reasonable diligence in curing such failure, at any time after
that period of time reasonably necessary to cure such failure). No such entry shall be deemed an eviction of Tenant. All sums so paid by Landlord and all reasonable costs, fees and expenses so
incurred shall constitute additional rent hereunder and shall be paid immediately upon demand.

28.Miscellaneous.



Ground Lease

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Ground Lease as of the date first above written.



Ground Lease

|STATE OF MINNESOTA |  |  | ) |     
|------------------ |  |  | - | ----
|                   |  |  | ) | SS.:
|COUNTY OF HENNEPIN |  |  | ) |     

The
foregoing instrument was acknowledged before me this 22nd day of October, 1999, by Gokul Hemmady, the Treasurer of ADC Telecommunications, Inc., a corporation organized
under the laws of the State of Minnesota, on behalf of the corporation.



Ground Lease

|STATE OF ILLINOIS |  |  | ) |     
|----------------- |  |  | - | ----
|                  |  |  | ) | SS.:
|COUNTY OF COOK    |  |  | ) |     

The
foregoing instrument was acknowledged before me this 22nd day of October, 1999, by Blake J. Lacher, the Vice President of Lease Plan North America, Inc., a corporation organized
under the laws of the State of Delaware, on behalf of the corporation.



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Ground Lease

EXHIBIT A   LEGAL DESCRIPTION OF LAND

Lot 1, Block 1, Technology Campus 3rd Addition, Hennepin County, Minnesota



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EXHIBIT C   MATERIAL CONTRACT TERMS

1.Title Policy.Landlord shall cause to be delivered to Tenant at closing (a) a standard ALTA
Form B owner's policy of title insurance (the "Title Policy") or equivalent issued by a reputable title insurance company (the
"Title Company") or (b) a commitment from the Title Company to issue the Title Policy upon demand in the amount of the purchase price determined
in accordance withSection 23of the Ground Lease (the "Purchase
Price"), which Title Policy shall be free of all general printed exceptions and shall show fee title vested in Tenant free and clear of all liens and other exceptions except
(a) general real estate taxes not yet due and payable, (b) matters created or caused by Tenant, (c) the Permitted Exceptions (as defined in the Lease), and (d) other
exceptions reasonably approved by Tenant. Such Title Policy shall include (at Tenant's cost) any title endorsements reasonably required by Tenant.

2.Escrow Closing.The closing shall be effected through a so-called "New York Style"
escrow at the Title Company, and delivery of the deed and other documents and payment of any unpaid portion of the Purchase Price shall be effected through such escrow. The closing shall be held on
the ninetieth (90th) day after the determination of the Purchase Price or such earlier date as may be acceptable to the Landlord and Tenant. The terms of such escrow shall be pursuant to an escrow
agreement in customary form then used by the Title Company modified to reflect the transaction contemplated herein.

3.Obligations of Landlord at Closing.At closing Landlord shall execute and cause to be delivered to
Tenant a warranty deed in recordable form, delivering fee title to Tenant in the condition required byParagraph 1above. Liens other than as specified inclauses(a),(b),(c)and(d)ofParagraph 1above shall be paid and satisfied of record by Landlord at or prior to closing.

4.Obligations of Tenant at Closing.At closing Tenant shall cause the Purchase Price together with any
other amounts due Landlord under the Ground Lease to which thisExhibit Cis attached as of the date of the
closing to be wire-transferred (which may be satisfied by the Title Company pursuant to the escrow agreement) in good federal funds to Landlord or as may be otherwise directed by Landlord
in writing.

5.Joint Obligations at Closing.At closing the joint obligations of Landlord and Tenant shall be as
follows:



6.Prorations.There shall be no prorations except to the extent of any rent which may have been paid
in advance by Tenant. The Purchase Price shall be absolutely net to Landlord;provided,however, that if there are any title exceptions of a
definite or ascertainable amount which are not permitted byclauses
(a)through(d)ofParagraph 1, such exceptions may and shall be paid and satisfied by the Title Company with
funds otherwise due Landlord under the provisions of
thisExhibit C.

7.No Warranties.Tenant shall purchase the property in an as-is condition without warranty
or representation of any kind by Landlord, its officers, employees, agents, or representatives. Any disclaimer by the Landlord, however, shall not be construed as a disclaimer of the warranty of
ownership and title to the property to be conveyed by Landlord to Tenant set forth in the instruments conveying title to the Tenant.

8.Brokerage.Each party shall represent and covenant to the other that it has not dealt with any real
estate broker in connection with this sale, and each party shall indemnify and hold harmless

the other in an event a claim is made for any commissions or other compensation in contravention of such representations and covenants.

9.Closing Costs.All costs incurred in connection with the closing of the sale contemplated by
thisExhibit C, including, without limitation, title insurance premiums, recording fees, one-half of the escrow fees,
and city or village transfer taxes shall be paid by Tenant at closing;provided,however, that Landlord shall pay (i) title insurance
premiums and expenses, except for the policy specified inParagraph 1of thisExhibit C, (ii) recording fees and
other costs relating to the release of record of any unpermitted title exceptions, (iii) one-half of the escrow fees, (iv) any transfer taxes imposed by state or county
ordinance or law, and (v) its attorneys' fees and costs, and its own internal costs, in connection with the sale contemplated by thisExhibit C.

10.Construction.All capitalized terms not defined herein shall have the meaning as defined in the
Ground Lease of which thisExhibit Cis a part.

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TABLE OF CONTENTS

GROUND LEASE

EXHIBIT A LEGAL DESCRIPTION OF LAND

EXHIBIT C MATERIAL CONTRACT TERMS