## QuickLinks

## 

---

---

LEASE

THIS DOCUMENT SECURES FUTURE ADVANCES

Dated
as of October 22, 1999

between

ADC
TELECOMMUNICATIONS, INC.,
as Lessee and Mortgagor,

and

LEASE
PLAN NORTH AMERICA, INC.
not in its individual capacity
except as expressly stated herein,
but solely as Agent Lessor
for the Participants, as
Agent Lessor and Mortgagee

---

ADC
1999 Lease Financing

---

---

This
Lease has been executed in several counterparts. To the extent, if any, that this Lease constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any
applicable jurisdiction), no lien on this Lease may be created through the transfer or possession of any counterpart other than the original counterpart containing the receipt therefor executed by
Agent Lessor on or following the signature page hereof.

This counterpart is not the original counterpart.



TABLE OF CONTENTS

|ARTICLE I
DEFINITIONS                                       
|------------------------------------------------------------
|SECTION 1.1.                                                
|ARTICLE II
LEASE OF PREMISES; LEASE TERM                    
|SECTION 2.1.                                                
|SECTION 2.2.                                                
|SECTION 2.3.                                                
|SECTION 2.4.                                                
|ARTICLE III
PAYMENT OF RENT                                 
|SECTION 3.1.                                                
|SECTION 3.2.                                                
|SECTION 3.3.                                                
|SECTION 3.4.                                                
|ARTICLE IV
QUIET ENJOYMENT; RIGHT TO INSPECT                
|SECTION 4.1.                                                
|SECTION 4.2.                                                
|ARTICLE V
NET LEASE, ETC.                                   
|SECTION 5.1.                                                
|SECTION 5.2.                                                
|ARTICLE VI
SUBLEASES; SPACE LEASES                          
|ARTICLE VII
LESSEE ACKNOWLEDGMENTS                          
|SECTION 7.1.                                                
|SECTION 7.2.                                                
|SECTION 7.3.                                                
|ARTICLE VIII
POSSESSION AND USE OF THE PROPERTY, ETC.       
|SECTION 8.1.                                                
|SECTION 8.2.                                                
|SECTION 8.3.                                                
|ARTICLE IX
MAINTENANCE AND REPAIR; REPORTS                  
|SECTION 9.1.                                                
|SECTION 9.2.                                                
|ARTICLE X
MODIFICATIONS, ETC.                               
|SECTION 10.1.                                               
|SECTION 10.2.                                               
|SECTION 10.3.                                               
|ARTICLE XI
COVENANTS WITH RESPECT TO LIENS; EASEMENTS       
|SECTION 11.1.                                               
|SECTION 11.2.                                               
|ARTICLE XII
PERMITTED CONTESTS                              
|SECTION 12.1.                                               
|ARTICLE XIII
INSURANCE                                      
|SECTION 13.1.                                               
|SECTION 13.2.                                               
|SECTION 13.3.                                               
|SECTION 13.4.                                               
|ARTICLE XIV
CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS
|SECTION 14.1.                                               
|SECTION 14.2.                                               
|SECTION 14.3.                                               
|ARTICLE XV
TERMINATION OF LEASE                             
|SECTION 15.1.                                               
|SECTION 15.2.                                               
|ARTICLE XVI
EVENTS OF DEFAULT                               
|SECTION 16.1.                                               
|SECTION 16.2.                                               
|SECTION 16.3.                                               
|SECTION 16.4.                                               
|SECTION 16.5.                                               
|SECTION 16.6.                                               
|ARTICLE XVII
AGENT LESSOR'S RIGHT TO CURE                   
|SECTION 17.1.                                               
|ARTICLE XVIII
PURCHASE PROVISIONS                           
|SECTION 18.1.                                               
|SECTION 18.2.                                               
|ARTICLE XIX
END OF TERM OPTIONS                             
|SECTION 19.1.                                               
|SECTION 19.2.                                               
|SECTION 19.3.                                               
|ARTICLE XX
SALE OPTION                                      
|SECTION 20.1.                                               
|SECTION 20.2.                                               
|ARTICLE XXI
PROCEDURES RELATING TO PURCHASE OR SALES OPTION 
|SECTION 21.1.                                               
|ARTICLE XXII
ACCEPTANCE OF SURRENDER                        
|SECTION 22.1.                                               
|ARTICLE XXIII
NO MERGER OF TITLE                            
|SECTION 23.1.                                               
|ARTICLE XXIV
INTENT OF THE PARTIES                          
|SECTION 24.1.                                               
|ARTICLE XXV
MISCELLANEOUS                                   
|SECTION 25.1.                                               
|SECTION 25.2.                                               
|SECTION 25.3.                                               
|SECTION 25.4.                                               
|SECTION 25.5.                                               
|SECTION 25.6.                                               
|SECTION 25.7.                                               
|SECTION 25.8.                                               
|SECTION 25.9.                                               
|SECTION 25.10.                                              

EXHIBITS

|EXHIBIT A |  |  |  | Legal Description of Land  
|--------- |  | - |  | ---------------------------
|EXHIBIT B |  |  |  | Form of Memorandum of Lease



## 

LEASE

THIS DOCUMENT SECURES FUTURE ADVANCES

This Lease (this "Lease"), dated as of October 22, 1999, between LEASE PLAN NORTH AMERICA, INC.,
not in its individual capacity except as expressly stated herein, but solely as agent for the Participants (in such capacity, together with its successor and assigns in such capacity, the
"Agent Lessor"), having its principal office at 135 South LaSalle Street, Chicago, Illinois 60674, as Agent Lessor and as Mortgagee, and ADC
TELECOMMUNICATIONS, INC., a Minnesota corporation, having a principal office at 12501 Whitewater Drive, Minnetonka, Minnesota 55343, as Lessee and as Mortgagor (the
"Lessee").

W I T N E S S E T H:

A.  Lessee
has acquired record title to the parcel of land located in Eden Prairie, Minnesota, and as more particularly described onExhibit Ahereto, together with all Appurtenant Rights thereto
(the "Land").

B.  Subject
to the terms and conditions set forth in the Operative Documents, (i) Lessee and Agent Lessor have entered into a Ground Lease pursuant to which
Lessee will lease the Land to Lessor commencing on the initial Advance Date; (ii) during the Construction Period, Construction Agent, using Advances funded by the Participants, will construct
the Financed Improvements on behalf of Agent Lessor; and (iii) pursuant to this Lease, Agent Lessor will sublease the Land and lease the Financed Improvements to Lessee, and Lessee will lease
the Premises from Agent Lessor.

NOW,
THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:

ARTICLE I DEFINITIONS

SECTION
1.1.Definitions; Interpretation.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 even date herewith, among ADC
Telecommunications, Inc., as Lessee, Lease Plan North America, Inc., not in its individual capacity except as expressly stated therein, but solely as Agent Lessor for the Participants,
ABN AMRO Bank N.V., not in its individual capacity except as expressly stated therein, but solely as Administrative Agent for the Participants, and the Persons named on Schedule I thereto, as
Participants (the "Participation Agreement"); and the rules of interpretation set forth inAppendix 1to the Participation Agreement shall apply to this Lease. Except as specifically provided for inSection 16.6hereof, all obligations imposed on the "Lessee" in this Lease shall be the full recourse liability of Lessee.

ARTICLE II LEASE OF PREMISES; LEASE TERM

SECTION
2.1.Acceptance and Lease of the Premises.Agent Lessor, subject to the satisfaction or waiver
of the conditions set forth in Article VI of the Participation Agreement, hereby agrees to accept delivery of the Land on the initial Advance Date pursuant to the Ground Lease and the Financed
Improvements pursuant to the terms of the Participation Agreement and the Construction Agency Agreement and to lease all of Agent Lessor's interest in the Premises to Lessee hereunder, and Lessee
hereby agrees, expressly for the direct benefit of Agent Lessor, to lease the Premises from Agent Lessor for the Term.

SECTION
2.2.Acceptance Procedure.Agent Lessor hereby authorizes one or more employees of Lessee, to
be designated by Lessee, as the authorized representative or representatives of Agent Lessor to accept delivery of the Premises, including without limitation the Financed Improvements to be
constructed. Lessee hereby agrees that the execution and delivery by Lessee of the Memorandum of


Lease (in the form ofExhibit B) with respect to the Land and all Financed Improvements to be constructed thereon during the Term
shall, without further act, constitute the irrevocable acceptance by Lessee of the Land and all such Financed Improvements for all purposes of this Lease and the other Operative Documents on the terms
set forth therein and herein.

SECTION
2.3.Term.Unless earlier terminated, the term of this Lease shall consist of (a) an
interim period (the "Interim Term") commencing on and including the Document Closing Date and ending on but not including the Base Term Commencement
Date, (b) a base term (the "Base Term") commencing on and including the Base Term Commencement Date and ending on but not including the fifth
anniversary of the Document Closing Date, and (c) if exercised and approved pursuant to each of the terms and conditions of Section 4.4 of the Participation Agreement and exercised
pursuant to the terms of this Lease, includingArticle XIXhereof, each Lease Renewal Term (the Interim Term, the
Base Term and the Lease Renewal Terms, if any, collectively, the "Term").

SECTION
2.4.Title.The Premises are leased to Lessee without any representation or warranty, express
or implied, by Agent Lessor and subject to the rights of parties in possession, the existing state of title with respect thereto (including, without limitation, all Liens other than Lessor Liens) and
all applicable Requirements of Law and any violations thereof. Lessee shall in no event have any recourse against Agent Lessor for any defect in or exception to title to the Premises other than
resulting from Lessor Liens or a breach by Agent Lessor of its obligations underArticle XXI.

ARTICLE III PAYMENT OF RENT

SECTION
3.1.Rent; Loan to Value Optional Prepayment.



SECTION
3.2.Payment of Basic Rent.Basic Rent shall be paid absolutely net to Agent Lessor, so that
this Lease shall yield to Agent Lessor the full amount thereof, without setoff, deduction or reduction.

SECTION
3.3.Supplemental Rent.Lessee shall pay to Agent Lessor or the Person entitled thereto any and
all Supplemental Rent promptly as the same shall become due and payable, and if Lessee fails to pay any Supplemental Rent, Agent Lessor shall have all rights, powers and remedies provided for herein
or by law or equity or otherwise in the case of nonpayment of Basic Rent;provided, however, that except as provided in
Section 3.2(c) of the Participation Agreement, Supplemental Rent payable prior to the Base Term Commencement Date, to the extent provided for in the Approved Construction Budget, shall be
payable with Advances pursuant to and subject to the terms of Article III of the Participation Agreement. Lessee shall pay to Agent Lessor, as Supplemental Rent, among other things, on demand,
to the extent permitted by applicable Requirements of Law, interest at the applicable Overdue Rate on any installment of Basic Rent not paid when due for the period for which the same shall be overdue
and on any payment of Supplemental Rent payable to Agent Lessor or any Indemnitee not paid when due or demanded by Agent Lessor or any Indemnitee for the period from the due date or the date of any
such demand, as the case may be, until the same shall be paid. The expiration or other termination of Lessee's obligations to pay Basic Rent hereunder shall not limit or modify the obligations of
Lessee with respect to Supplemental Rent. Unless expressly provided otherwise in this Lease, in the event of any failure on the part of Lessee to pay and discharge any Supplemental Rent as and when
due, Lessee shall also promptly pay and discharge any fine, penalty, interest or cost which may be assessed or added under any agreement with a third party or otherwise for nonpayment or late payment
of such Supplemental Rent, all of which shall also constitute Supplemental Rent.

SECTION
3.4.Method of Payment.Each payment of Rent shall be made by Lessee to Agent Lessor prior to
12:00 noon, New York City time to the account of Agent Lessor designated on Schedule II to the Participation Agreement in funds consisting of lawful currency of the United States of America
which shall be immediately available on the scheduled date when such payment shall be due, unless such scheduled date shall not be a Business Day, in which case such payment shall be made on the next
succeeding Business Day unless the result of such extension would be to carry into another
calendar month, in which case such payment shall be made on the immediately preceding Business Day. Payments received after 12:00 noon, New York City time on the date due shall for the purpose
ofSection 16.1hereof be deemed received on such day; provided, however, that for the purposes of the second
sentence ofSection 3.3hereof, such payments shall be deemed received on the next succeeding Business Day and
subject to interest at the Overdue Rate as provided in suchSection 3.3.

ARTICLE IV QUIET ENJOYMENT; RIGHT TO INSPECT

SECTION
4.1.Non-Interference.Subject to Agent Lessor's cure rights, as provided for
inSection 17.1, Agent Lessor covenants that it will not interfere in Lessee's use or possession of the Premises during the Term,
so long as no Event of Default has occurred and is continuing, it being agreed that Lessee's remedies for breach of the foregoing covenant shall be limited to the

commencement of proceedings to enjoin such breach. Such right is independent of and shall not affect Lessee's obligations hereunder and under the other Operative Documents or Agent Lessor's rights
otherwise to initiate legal action to enforce the obligations of Lessee under this Lease. The foregoing covenant shall not require Agent Lessor to take any action contrary to, or which would permit
Lessee to use the Premises for a use not permitted under, the provisions of this Lease.

SECTION
4.2.Inspection and Reports.



ARTICLE V NET LEASE, ETC.

SECTION
5.1.Net Lease.This Lease shall constitute a net lease and Lessee's obligations to pay all
Rent shall be absolute and unconditional under any and all circumstances. Any present or future law to the
contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any abatement, suspension, deferment, reduction, setoff, counterclaim, or defense with respect to the Rent,
nor shall the obligations of Lessee hereunder be affected (except as expressly herein permitted and by performance of the obligations in connection therewith) by reason of: (i) any defect in
the condition, merchantability, design, construction, quality or fitness for use of the Premises or any part thereof, or the failure of the Premises to comply with all Requirements of Law, including
any inability to occupy or use the Premises by reason of such non-compliance; (ii) any damage to, removal, abandonment, salvage, loss, contamination of, or Release from, scrapping
or destruction of or any requisition or taking of the Premises or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Premises or any part
thereof including eviction; (iv) any defect in title to or rights to the Premises or any Lien on such title or rights or on the Premises (provided, that the foregoing shall not relieve any
Person from its responsibility to remove Lessor Liens attributable to it); (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or
liability of or by Agent Lessor or any Participant; (vi) to the fullest extent permitted by Applicable Laws, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceedings relating to Lessee, Agent Lessor, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Lessee, Agent
Lessor, any Participant or any other Person, or by any court, in any such proceeding; (vii) any claim that Lessee has or might have against any Person, including without limitation Agent
Lessor, any

Participant, or any vendor, manufacturer, contractor of or for the Premises; (viii) any failure on the part of Agent Lessor to perform or comply with any of the terms of this Lease, of any
other Operative Document or of any other agreement; (ix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by Lessee or any provision hereof or any of
the other Operative Documents or any provision of any thereof; (x) the impossibility or illegality of performance by Lessee, Agent Lessor or both; (xi) any action by any court,
administrative agency or other Governmental Authority; (xii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Premises or any part
thereof; (xiii) the failure of Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by the parties as set forth atSection 24.1and
Section 5.1 of the Participation Agreement; or (xiv) any other cause or circumstances whether similar or
dissimilar to the foregoing and whether or not Lessee shall have notice or knowledge of any of the foregoing. Lessee's agreement in the preceding sentence shall not affect any claim, action or right
Lessee may have against any Person. The parties intend that the obligations of Lessee hereunder shall be covenants and agreements that are separate and independent from any obligations of Agent Lessor
hereunder or under any other Operative Documents and the obligations of Lessee shall continue unaffected unless such obligations shall have been modified or terminated in accordance with an express
provision of this Lease.

SECTION
5.2.No Termination or Abatement.Lessee shall remain obligated under this Lease in accordance
with its terms and the terms of the other Operative Documents and shall not take any action to terminate, rescind or avoid this Lease to the fullest extent permitted by Applicable Laws,
notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution, or other proceeding affecting Lessee, Agent Lessor or any Participant, or any action with respect to
this Lease which may be taken by any trustee, receiver or liquidator of Lessee, Agent Lessor or any Participant or by any court with respect to Lessee, Agent Lessor, Administrative Agent or any
Participant. Lessee hereby waives all right to terminate or surrender this Lease (except as provided herein) or to avail itself of any abatement, suspension, deferment, reduction, setoff, counterclaim
or defense with respect to any Rent. Lessee shall remain obligated under this Lease in accordance with its terms and the terms of the other Operative Documents and Lessee hereby waives any and all
rights now or hereafter conferred by statute or otherwise to modify or to avoid strict compliance with its obligations under this
Lease. Notwithstanding any such statute or otherwise, Lessee shall be bound by all of the terms and conditions contained in this Lease.

ARTICLE VI SUBLEASES; SPACE LEASES

Except for subleases permitted by thisArticle VI, Lessee during the Term may not
assign, sublease, mortgage or pledge to any Person, including an Affiliate of Lessee, at any time, in whole or in part, any of its right, title or interest in, to or under this Lease, or any portion
of the Premises, or permit any portion of the Premises to be used or occupied by any other Person, in any case without the prior written consent of the Required Participants, and any such assignment,
sublease, mortgage or pledge shall be void. Lessee may not sublease, in whole or in part, any of its right, title or interest in, to or under this Lease or any portion of the Premises to any Person,
or permit any portion of the Premises to be used or occupied by any other Person, except that, following the Base Term Commencement Date, Lessee may enter into subleases (each, a
"Sublease") of the Premises (together with the nonexclusive use of any related or necessary portion of the Land as necessary for access and parking).
With respect to any sublease permitted under thisArticle VI, Lessee shall not sublease any portion of the Premises to, or permit
the sublease of any portion of the Premises to, or permit the sublease of any portion of the Premises by, any Person who shall then be engaged in any proceedings for relief under any bankruptcy or
insolvency law or laws relating to the relief of debtors. No sublease hereunder will discharge or diminish any of Lessee's obligations to Agent Lessor hereunder or to any other Person under any other
Operative Document, and Lessee shall remain directly and primarily liable under this

Lease with respect to the entire Premises. Each sublease permitted hereby shall be made and shall expressly provide that it is subject and subordinate to this Lease and the rights of Agent Lessor
hereunder, and shall expressly provide for the surrender of the space subleased by the applicable sublessee at the election of Agent Lessor after a Lease Event of Default or upon any termination or
expiration of this Lease, unless Lessee purchases the Premises pursuant to Article XVIII orSection 19.1(b)of this Lease. Lessee shall give Agent Lessor prompt written notice of any sublease permitted under thisArticle VI, and Lessee shall, within fifteen (15)
 days following the execution of any sublease, deliver to Agent Lessor a fully executed copy of
such sublease.

ARTICLE VII LESSEE ACKNOWLEDGMENTS

SECTION
7.1.Condition of the Premises.LESSEE ACKNOWLEDGES AND AGREES THAT ALTHOUGH AGENT LESSOR WILL
OWN AND HOLD TITLE TO THE IMPROVEMENTS, LESSEE, ACTING AS CONSTRUCTION AGENT, IS SOLELY RESPONSIBLE UNDER THE TERMS OF THE CONSTRUCTION AGENCY AGREEMENT FOR THE DESIGN, DEVELOPMENT, BUDGETING,
ACQUISITION AND CONSTRUCTION OF THE PREMISES AND ANY ALTERATIONS OR MODIFICATIONS AND ALL ACTIVITIES CONDUCTED IN CONNECTION THEREWITH. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE
PREMISES "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY AGENT LESSOR, ADMINISTRATIVE AGENT OR THE PARTICIPANTS AND IN EACH CASE SUBJECT TO (A) THE EXISTING STATE
OF TITLE (EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND
(D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR AT ANY TIME. NONE OF AGENT LESSOR, ADMINISTRATIVE AGENT OR ANY PARTICIPANT HAS MADE OR SHALL BE DEEMED TO
HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE,
CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PREMISES (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES
(OR ANY PART THEREOF) AND NONE OF AGENT LESSOR, ADMINISTRATIVE AGENT OR ANY PARTICIPANT SHALL BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF
THE PREMISES, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW. Lessee has been afforded full opportunity to inspect the Premises, is satisfied with the results of its inspections and is
entering into this Lease solely on the basis of the results of its own inspections, and all risks incident to the matters discussed in the preceding sentence, as between Agent Lessor, Administrative
Agent and the Participants, on the one hand, and Lessee, on the other, are to be borne by Lessee. The provisions of thisSection 7.1have been negotiated, and, except to the extent otherwise expressly stated, the foregoing provisions are intended to be a complete exclusion and negation of any
representations or warranties by any of Agent Lessor, Administrative Agent or the Participants, express or implied, with respect to the Premises (or any interest therein), that may arise pursuant to
any law now or hereafter in effect or otherwise.

SECTION
7.2.Risk of Loss.During the Term and subject to the limitations set forth
inSection 14.1(e), the risk of loss of or decrease in the enjoyment and beneficial use of the Premises as a result of the damage
or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise is assumed by Lessee, and neither Agent Lessor nor any Participant shall in no event be answerable or
accountable therefor.

SECTION
7.3.Certain Duties and Responsibilities of Agent Lessor.Agent Lessor undertakes to perform
such duties and only such duties as are specifically set forth herein and in the other Operative Documents, and no implied covenants or obligations shall be read into this Lease against Agent Lessor,
and Agent Lessor agrees that it shall not, nor shall it have a duty to, manage, control, use, sell, maintain, insure, register, lease, operate, modify, dispose of or otherwise deal with the Premises
or any other part of the Collateral in any manner whatsoever, except as required by the terms of the Operative Documents and as otherwise provided herein.

ARTICLE VIII POSSESSION AND USE OF THE PROPERTY, ETC.

SECTION
8.1.Utility and Other Charges.During the Term and subject to the limitations set forth at
Section 3.3 with respect to such charges payable during the Interim Term, Lessee shall pay or cause to be paid, as Supplemental Rent, all charges for electricity, power, gas, oil, water,
telephone, sanitary sewer service and all other rents and utilities used in or on the Premises during the Term. Lessee shall be entitled to receive any credit or refund with respect to any utility
charge paid by Lessee and the amount of any credit or refund received by Agent Lessor on account of any utility charges paid by Lessee, net of the costs and expenses reasonably incurred by Agent
Lessor in obtaining such credit or refund, shall be promptly paid over to Lessee. All charges for utilities imposed with respect to the Premises for a billing period during which this Lease expires or
terminates (except when Lessee purchases the Premises in accordance with the terms of this Lease, in which case Lessee shall be solely responsible for all such charges) shall be adjusted and prorated
on a daily basis between Lessee and
any purchaser of the Premises, and each party shall pay or reimburse the other for each party's pro rata share thereof;provided, that
in no event shall Agent Lessor have any liability therefor.

SECTION
8.2.Possession and Use of the Premises.The Premises shall be used only as a first class
commercial office building and for computer simulated and other dry research and development activities related to Lessee's business. Following the Base Term Commencement Date, the Leased Property
shall be continuously occupied by Lessee, or a permitted sublessee to the extent permitted herein, in the ordinary course of business. Lessee shall not use the Premises or any part thereof, or permit
the Premises to be used, for any purpose or in any manner that would adversely affect the Fair Market Value, utility, remaining useful life or residual value of the Premises. Lessee shall pay, or
cause to be paid, as Supplemental Rent, all charges and costs required in connection with the use of the Premises as contemplated by this Lease and the other Operative Documents. Lessee shall not
commit or permit any waste of the Premises or any part thereof.

SECTION
8.3.Compliance with Requirements of Law and Insurance Requirements.Subject to the terms
ofArticle XIIrelating to permitted contests, Lessee, at its sole cost and expense, shall comply in all material
respects with all Requirements of Law (including all Environmental Laws) and Insurance Requirements relating to the Premises, including the use, construction, operation, maintenance, repair and
restoration thereof and the remarketing thereof pursuant toArticle XX, whether or not compliance therewith shall require
structural or extraordinary changes in the Premises or interfere with the use and enjoyment of the Premises, and procure, maintain and comply with all licenses, permits, orders, approvals, consents
and other authorizations required for the construction, use, maintenance and operation of the Premises and for the use, operation, maintenance, repair and restoration of the Improvements.



## 

ARTICLE IX MAINTENANCE AND REPAIR; REPORTS

SECTION
9.1.Maintenance and Repair; Reports.On and after the Base Term Commencement Date, Lessee, at
its own expense, shall at all times (a) maintain the Premises in good repair and condition, subject to ordinary wear and tear, and as a first class office building subject to the other uses
permitted atSection 8.2, and in any event at least as good as the condition of similar buildings owned or leased by Lessee or
its Affiliates; (b) maintain the Premises in accordance with all Applicable Laws in all material respects, whether or not such maintenance requires structural modifications; (c) comply
in all material respects with the Insurance Requirements which are in effect at any time with respect to the Premises or any part thereof; (d) use the Premises only in accordance
withArticle VIII; (e) make all necessary or appropriate repairs, replacements and renewals of the Premises or any part
thereof which may be required to keep the Premises in the condition required by the precedingclauses (a)through(d), whether interior or exterior, structural or nonstructural, ordinary or
extraordinary, foreseen or unforeseen, and including, without limitation, repairs, replacements and renewals that would constitute capital expenditures under GAAP if incurred by an owner of property;
and (f) procure, maintain and comply in all material respects with all material licenses, permits, orders, approvals, consents and other authorizations required for the construction, use,
maintenance and operation of the Premises. Lessee waives any right that it may now have or hereafter acquire to (x) require Agent Lessor to maintain, repair, replace, alter, remove or rebuild
all or any part of the Premises or (y) make repairs at the expense of Agent Lessor pursuant to any Applicable Laws or other agreements.

SECTION
9.2.Maintenance and Repair Reports.During the Term, Lessee shall keep maintenance and repair
reports in sufficient detail to indicate the nature and date of major work done. Such reports shall be kept on file by Lessee at its offices during the Term, and shall be made available at Lessee's
office to Agent Lessor upon reasonable request. Lessee shall give written notice to Agent Lessor of any Condemnation or Casualty promptly after Lessee has knowledge thereof.

ARTICLE X MODIFICATIONS, ETC.

SECTION
10.1.Improvements and Modifications.



SECTION
10.2.Title to Modifications.Title to the following described Modifications shall, without
further act, vest in Agent Lessor and shall be deemed to constitute a part of the Premises and be subject to this Lease:



Lessee,
at Agent Lessor's request, shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of
title in and to such Modifications to Agent Lessor.



All
Modifications to which Lessee shall have title may, so long as removal thereof shall not result in the violation of any Applicable Laws and no Lease Event of Default is
continuing, be removed at any time by Lessee. Lessee agrees to notify Agent Lessor in writing at least 30 days before it removes any such Modifications which individually or in the aggregate
had an original cost exceeding $500,000, and Lessee shall at its expense repair any damage to the Premises caused by the removal of such Modifications. Agent Lessor (or the purchaser of the Premises)
may purchase from Lessee any such Modifications (if not already owned by Agent Lessor) that Lessee intends to remove from the Premises prior to the return of the Premises to Agent Lessor or sale of
the Premises, which purchase shall be at the Fair Market Value of such Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications shall vest in Agent
Lessor (or the purchaser of the applicable Premises) if not removed from the Premises by Lessee prior to the return of the Premises to Agent Lessor or sale of the Premises.

SECTION
10.3.Other Property.Lessee may from time to time own or hold under lease from Persons other
than Agent Lessor, furniture, trade fixtures, equipment and other tangible personal property located on or about the Premises that is not subject to this Lease and does not constitute a portion of the
Financed Improvements. Agent Lessor shall from time to time, upon the reasonable request, and at the cost and expense of Lessee, which request shall be accompanied by such supporting information and
documents as Agent Lessor may reasonably require, promptly acknowledge in writing to Lessee or other Persons that the particular items of furniture, trade fixtures and equipment in question are not
part of the Premises and that, subject to the rights of Agent Lessor hereunder and under any other Operative Documents, Agent Lessor does not own or have any other right or interest in or to such
furniture, trade fixtures and equipment.

ARTICLE XI COVENANTS WITH RESPECT TO LIENS; EASEMENTS

SECTION
11.1.Covenants with Respect to Liens.



SECTION
11.2.Lessee's Grants and Releases of Easements; Agent Lessor's Waivers.Provided that no
Default or Lease Event of Default shall have occurred and be continuing, and subject to the provisions ofArticles VII, IXandXandSection 8.3, Agent Lessor hereby consents in each instance to the following actions by Lessee in
the name and stead of Agent Lessor and as the true and
lawful attorney-in-fact of Agent Lessor with full power and authority to execute documents on behalf of Agent Lessor for the following purposes, but at Lessee's sole cost and
expense and only following the Base Term Commencement Date: (a) the granting of, or entry into agreements in connection with, easements, licenses, rights-of-way,
building and use restrictions and covenants and other rights and privileges in the nature of easements or similar interests and burdens reasonably necessary or desirable for the use, repair,
maintenance or protection of the Premises as herein provided; (b) the release of existing easements or other rights in the nature of easements which are for the benefit of, or burden to, the
Premises; (c) if required by any applicable Governmental Authority in connection with the Construction, the dedication or transfer of unimproved portions of the Premises for road, highway or
other public purposes; (d) the seeking of any zoning variances or modifications to existing zoning; (e) the execution of amendments to, or waivers or releases of, any easements, licenses
or covenants and restrictions affecting the Premises; and (f) the exercise of all rights under any redevelopment agreement or document contemplated thereby affecting the
Premises;provided, however, that in each case (i) such grant, release, dedication, transfer, amendment, agreement or other
action does not impair the value, utility, residual value or remaining useful life of the Premises, (ii) such grant, release, dedication, transfer, amendment, agreement or other action in
Lessee's judgment is reasonably necessary in connection with the use, maintenance, alteration or improvement of the Premises, (iii) such grant, release, dedication, transfer, amendment,
agreement or other action will not cause the Premises or any portion thereof to fail to comply with the provisions of this Lease or any other Operative Documents and all Requirements of Law
(including, without limitation, all applicable zoning, planning, building and subdivision ordinances, all applicable restrictive covenants and all applicable architectural approval requirements);
(iv) all governmental consents or approvals required prior to such grant, release, dedication, transfer, amendment, agreement or other action have been obtained, and all filings required prior
to such action have been made; (v) Lessee shall remain obligated under this Lease and under any instrument executed by Lessee consenting to the assignment of Agent Lessor's interest in this
Lease as security for indebtedness, in each such case in accordance with their terms, as though such grant, release, dedication, transfer, amendment, agreement or other action had not been effected;
and (vi) Lessee shall timely pay and perform any obligations of Agent Lessor under such grant, release, dedication, transfer, amendment, agreement or other action. Without limiting the
effectiveness of the foregoing, provided, that no Lease Default or Lease Event of Default shall have occurred and be continuing, Agent Lessor shall, upon the request of Lessee, and at Lessee's sole
cost and expense, execute and deliver any instruments necessary or appropriate to confirm any such grant, release, dedication, transfer, amendment, agreement or other action to any Person permitted
under this Section.

ARTICLE XII PERMITTED CONTESTS

SECTION
12.1.Permitted Contests in Respect of Applicable Laws.If, to the extent and for so long as
(a) a test, challenge, appeal or proceeding for review of any Applicable Laws relating to the Premises or the obligation to comply therewith shall be prosecuted diligently and in good faith in
appropriate proceedings by Lessee or (b) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or
forbearance, then following the Base Term Commencement Date, Lessee shall not be required to comply with such Applicable Laws but only if and so long as any such test, challenge, appeal, proceeding,
waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Agent Lessor, acting at

the direction of the Required Participants, involve (A) any risk of criminal liability being imposed on Agent Lessor, any Participant or the Premises or (B) any material risk of
(1) until after an adverse determination therein, the foreclosure, forfeiture or loss of the Premises, or any material part thereof, or (2) the nonpayment of Rent or (3) any sale
of, or, until after an adverse determination therein, the creation of any Lien (other than a Permitted Lien) on, any part of the Premises, (4) civil liability being imposed on Agent Lessor, any
Participant or the Premises for which Lessee is not obligated to indemnify such parties under the Operative Documents, or (5) enjoinment of, or interference with, the use, possession or
disposition of the Premises in any material respect.

Agent
Lessor will not be required to join in any proceedings pursuant to thisSection 12.1unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of Agent Lessor or it is customary in the applicable
jurisdiction for the title holder of the Improvements to join in such proceedings; and in that event Agent Lessor will join in the proceedings or permit them or any part thereof to be brought in its
name if and so long as (i) Lessee has not elected the Sale Option and (ii) Lessee agrees in writing to and pays all related expenses and agrees in writing to indemnify Agent Lessor and
the Participants in form and substance reasonably satisfactory to each of the respective Indemnitees.

ARTICLE XIII INSURANCE

SECTION
13.1.Required Coverages.During the Term, Lessee will provide or cause to be provided
insurance with respect to the Premises of a character usually carried by corporations engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts
customarily insured against by such corporations, and carry such other insurance as is usually carried by such corporations;provided,
that in any event Lessee will maintain at all times:



SECTION
13.2.Insurance Coverage.The insurance coverage required inSection 13.1shall be written by reputable insurance
companies that are financially sound and solvent and otherwise reasonably
appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by Lessee shall be rated in A.M. Best's Insurance Guide or any
successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "A" (or comparable rating for a rating by an organization
other than A.M. Best) and a financial rating of at least "X" (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise acceptable to the Required
Participants. In the case of liability insurance maintained by Lessee, it shall name Agent Lessor (both in its individual capacity and as agent) and each of the Participants, as additional insureds
and, in the case of property insurance maintained by Lessee, it shall name Agent Lessor, as mortgagee and sole loss payee. Each policy referred to inSection 13.1shall provide that: (i)
 it will not be canceled, or allowed to lapse without renewal, except after not less than
30 days' prior written notice to Agent Lessor; (ii) the interests of Agent Lessor and any Participant shall not be invalidated by any act or negligence of or breach of warranty or
representation by Lessee or any other Person having an interest in the Premises; (iii) such insurance is primary with respect to any other insurance carried by or available to Agent Lessor or
any Participant; (iv) the insurer shall waive any right of subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against Agent Lessor and each Participant;
and (v) such
policy shall contain a cross-liability clause providing for coverage of Agent Lessor and each Participant, as if separate policies had been issued to each of them. Lessee will notify Agent Lessor
promptly of any policy cancellation, reduction in policy limits, modification or amendment.

SECTION
13.3.Delivery of Insurance Certificates.Lessee shall deliver to the Administrative Agent
certificates of insurance on or before the initial Advance Date, and within thirty (30) days following the initial Advance Date certified copies of insurance policies, satisfactory to the
Administrative Agent and the Participants evidencing the existence of all insurance required to be maintained hereunder and setting forth the respective coverages, limits of liability, carrier, policy
number and period of coverage. Thereafter, throughout the Term, at the time each of Lessee's insurance policies is renewed (but in no event less frequently than once each year) or upon written request
by Agent Lessor following a Lease Event of Default, Lessee shall deliver to Agent Lessor certificates of insurance evidencing that all insurance required bySections 13.1and13.2to be maintained by Lessee is in effect.
The foregoing requirements are in addition to Lessee's insurance obligations, as Construction Agent, in the Construction Agency Agreement.

SECTION 13.4.Insurance by Agent Lessor or any Participant.Each of Agent Lessor or any Participant may
at its own expense carry insurance with respect to its interest in the Premises, and any insurance payments received from policies maintained by Agent Lessor or any Participant shall be retained by
Agent Lessor or such Participant, as the case may be, without reducing or otherwise affecting Lessee's obligations hereunder.

ARTICLE XIV CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS

SECTION
14.1.Casualty and Condemnation.



SECTION
14.2.Environmental Matters.At Lessee's sole cost and expense, Lessee shall promptly and
diligently commence any response, clean up, remedial or other action necessary to cure any Environmental Violation with respect to the Premises.

SECTION
14.3.Notice of Environmental Matters.Lessee shall promptly provide to Agent Lessor written
notice of any pending or threatened claim, action or proceeding involving any Environmental Violation or any Release on, at, under or from the Premises, of which claim, action or proceeding Lessee has
received written notice or has knowledge and which violation or Release in the reasonable opinion of the Lessee and Agent Lessor (provided that if the parties are unable to agree, then Agent Lessor
shall designate an environmental engineering firm reasonably acceptable to Lessee which shall make such determination, at Lessee's expense, which determination shall be binding upon the parties) could
require in excess of Five Million Dollars ($5,000,000) in response costs to remedy the same, or which could result in the imposition of criminal penalties upon Agent Lessor or any Participant (any
such violation, claim, action, proceeding or Release, a "Material Environmental Violation"). All such notices shall describe in reasonable detail the
nature of the Material Environmental Violation, including any claims, actions or proceedings in respect thereof, and Lessee's proposed response thereto. In addition, Lessee shall provide to Agent
Lessor, within ten (10) Business Days of receipt, copies of all written communications with any Governmental Authority relating to any such Material Environmental Violation. Lessee shall also
promptly provide such detailed reports of any such Material Environmental Violations as may reasonably be requested by Agent Lessor. Upon completion of response actions with respect to such Material
Environmental Violation by Lessee, Lessee shall cause to be prepared by an environmental consultant reasonably acceptable to Agent Lessor a report describing the Material Environmental Violation and
the actions taken by Lessee (or its agents) in response to such Material Environmental Violation, and a statement by the consultant that the Material Environmental Violation has been remedied in
compliance in all material respects with applicable Environmental Law. Each such Material Environmental Violation shall be so remedied prior to the Expiration Date unless the Premises have been
purchased by Lessee (or its designee) in accordance withArticle XVorArticle XVIII. Nothing in thisArticle XIVshall reduce or limit
Lessee's obligations elsewhere in this Lease or under the Participation Agreement.

ARTICLE XV TERMINATION OF LEASE

SECTION
15.1.Termination upon Certain Events.



## 



SECTION
15.2.Termination Procedures.



ARTICLE XVI EVENTS OF DEFAULT

SECTION
16.1.Lease Events of Default.The occurrence of any one or more of the following events
(whether such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body) shall constitute a "Lease Event of Default":



SECTION
16.2.Remedies.Upon the occurrence of any Lease Event of Default and at any time thereafter,
Agent Lessor may, so long as such Lease Event of Default is continuing, do one or more of the following as Agent Lessor in its sole discretion shall determine, without limiting any other right or
remedy Agent Lessor may have on account of such Lease Event of Default, including, without limitation, the obligation of Lessee to purchase the Premises as set forth inSection 18.2and
any rights and remedies set forth in the Memorandum of Lease:



To
the maximum extent permitted by law, Lessee hereby waives the benefit of any appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force
and all rights of marshaling in the event of any sale of the Premises or any interest therein.

Agent
Lessor shall be entitled to enforce payment of the indebtedness and performance of the obligations secured hereby and to exercise all rights and powers under this instrument or
under any of the other Operative Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the obligations secured hereby may now or hereafter be otherwise
secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this instrument nor its enforcement, shall prejudice or in any manner affect Agent
Lessor's right to realize upon or enforce any other security now or hereafter held by Agent Lessor, it being agreed that Agent Lessor shall be entitled to enforce this instrument and any other
security now or hereafter held by Agent Lessor in such order and manner as Agent Lessor may determine in its absolute discretion. No remedy herein conferred upon or reserved to Agent Lessor is
intended to be exclusive of any other remedy herein or by law provided or permitted, but each 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. Every power or remedy given by any of the Operative Documents to Agent Lessor or to which it may otherwise be entitled, may be exercised, concurrently or
independently, from time to time and as often as may be deemed expedient by Agent Lessor. In no event shall Agent Lessor, in the exercise of the remedies provided in this instrument (including,
without limitation, in connection with the assignment of rents to Agent Lessor, or the appointment of a receiver and the entry of such receiver onto all or any part of the Premises), be deemed a
"mortgagee in possession", and Agent Lessor shall not in any way be made liable for any act, either of commission or omission, in connection with the exercise of such remedies.

SECTION
16.3.Waiver of Certain Rights.If this Lease shall be terminated pursuant
toSection 16.2, Lessee waives, to the fullest extent permitted by law, (a) any notice of re-entry or the
institution of legal proceedings to obtain re-entry or possession; (b) any right of redemption, re-entry or repossession; (c) the benefit of any laws now or
hereafter in force exempting property from liability for rent or for debt or limiting Agent Lessor with respect to the election of remedies; and (d) any other rights which might otherwise limit
or modify any of Agent Lessor's rights or remedies under thisArticle XVI.

SECTION
16.4.Power of Sale and Foreclosure.As is the intent of the parties pursuant
toArticle XXIVthat the transaction reflected in this Lease shall constitute a mortgage financing as described
therein, Lessee hereby grants a Lien upon, and mortgages and warrants the Premises to Agent Lessor WITH POWER OF SALE, to secure all Obligations, and that, upon the occurrence of any Lease Event of
Default, Agent Lessor shall have the power and authority, to the extent provided by law, after proper notice and lapse of such time as may be required by law, to sell the Premises at the time and
place of
sale fixed by Agent Lessor in such notice of sale, either as a whole, or in separate lots or parcels or items and in such order as Agent Lessor may elect, at auction to the highest bidder for cash in
lawful money of the United States payable at the time of sale; accordingly, it is acknowledged that A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT; A POWER OF SALE MAY ALLOW AGENT LESSOR TO TAKE
THE PREMISES AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY LESSEE UNDER THIS INSTRUMENT, and upon the occurrence of a Lease Event of Default, Agent Lessor, in lieu of or
in addition to exercising any power of sale hereinabove given, may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of the Premises, or against
Lessee on a recourse basis for the Lease Balance, or for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted, or for


the appointment of a receiver pending any foreclosure hereunder or the sale of the Premises, or for the enforcement of any other appropriate legal or equitable remedy.

SECTION
16.5.Grant of Security Interest.Lessee hereby grants a security interest to Agent Lessor in
tangible personal property located at the Premises acquired with funds advanced by Agent Lessor and any proceeds thereof. This Lease shall constitute a security agreement within the meaning of the
Uniform Commercial Code of the state where the Premises are located ("UCC"), and if a Lease Event of Default has occurred and is continuing, Agent
Lessor shall, in addition to all other rights available at law or equity, have all of the rights provided to a secured party under Article 9 of the UCC.

SECTION
16.6.Limitation of Recourse During the Interim Term.Notwithstanding any provision to the
contrary contained in this Lease or any other Operative Documents, prior to the commencement of the Base Term, the aggregate amount payable by Lessee on a recourse basis under
thisArticle XVIand underSection 18.2as the result of a Lease Event of Default which is not a Full Recourse Interim Term Event of Default shall be subject to the limitations on recourse liability
set forth in Article XIII of the Participation Agreement.

ARTICLE XVII AGENT LESSOR'S RIGHT TO CURE

SECTION
17.1.Agent Lessor's Right to Cure Lessee's Lease Defaults.Agent Lessor, without waiving or
releasing any obligation or Lease Event of Default, may (but shall be under no obligation to), upon two (2) Business Days' prior notice to Lessee, remedy any Lease Event of Default for the
account and at the sole cost and expense of Lessee, including the failure by Lessee to maintain the insurance required byArticle XIII, and may, to the fullest extent permitted by law, and
notwithstanding any right of quiet enjoyment in favor of Lessee, enter upon the
Premises for such purpose and take all such action thereon as may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Lessee. All reasonable
out-of-pocket costs and expenses so incurred (including reasonable fees and expenses of counsel), together with interest thereon at the Overdue Rate from the date on which such
sums or expenses are paid by Agent Lessor, shall be paid by Lessee to Agent Lessor on demand as Supplemental Rent.

ARTICLE XVIII PURCHASE PROVISIONS

SECTION
18.1.Early and End of Term Purchase Options.Subject to the conditions contained herein and
without limitation of Lessee's purchase obligation pursuant toSection 18.2, on (1) any Payment Date and provided Lessee
has not elected the Sale Option or (2) on any Business Day during the occurrence of a Lease Event of Default of the types described inclause (ii)of the next sentence, Lessee may, at its option, purchase the Premises (the "Early Termination Option") at a
price equal to the Purchase Amount. Lessee's right to purchase all of the Premises pursuant to thisSection 18.1shall terminate automatically and without notice upon (i) the occurrence of a Lease Event of Default arising as a result of an Insolvency Event, or
(ii) upon the occurrence of any other Lease Event of Default, unless in the case of a Lease Event of Default described in thisclause (ii)Lessee delivers a written notice of its election to exercise this option to purchase not less than three (3) days prior to the date of the purchase and
consummates the purchase within ten (10) Business Days following the occurrence of such Lease Event of Default. In order to exercise its option to purchase the Premises pursuant to
thisSection 18.1and except as provided for in theclause (ii)of the foregoing sentence, Lessee shall give to Agent Lessor not less than thirty (30) days' prior written notice of such election to exercise, which
election shall be irrevocable when made. If Lessee exercises its option pursuant to thisSection 18.1then, upon
Agent Lessor's receipt of all amounts due in connection therewith, Agent Lessor shall transfer to Lessee all of Agent Lessor's right, title and interest in and to the Premises in accordance


with the procedures set forth inSection 21.1, such transfer to be effective as of the date specified in the purchase notice.
Agent Lessor agrees that it shall cooperate with Lessee in effecting any transfer to a designee of Lessee pursuant to thisSection 18.1.

SECTION
18.2.Acceleration of Premises Purchase.



ARTICLE XIX END OF TERM OPTIONS

SECTION
19.1.End of Term Options.At least 180 days before the scheduled expiration date of the
Term, Lessee shall, by delivery of written notice to Agent Lessor and each Agent, exercise one of the following options:



SECTION
19.2.Election of Options.To the extent that the Renewal Option is available, unless Lessee
shall have affirmatively elected in accordance herewith the Purchase Option or the Sale Option, Lessee shall be deemed to have elected the Renewal Option. To the extent that the Renewal Option is not
available for any reason (including because of the Participants' refusal to consent to an Extension Option Request), unless Lessee shall have (a) affirmatively elected the Sale Option within
the time period provided for inSection 19.1and (b) satisfied each of the requirements
inArticles XXandXXI, Lessee shall be deemed to have
elected the Purchase Option. In addition, the Sale Option shall automatically be revoked if there exists a Lease Default, Lease Event of Default, Significant Casualty

or Significant Condemnation at any time after the Sale Option is properly elected or Lessee fails to comply with each of the terms and conditions set forth atArticles XXandXXIand Agent Lessor shall be entitled to
exercise all rights and remedies provided inArticle XVI. Lessee may not elect the Sale Option if there exists on the date the
election is made a Lease Default, a Lease Event of Default, Significant Casualty or Significant Condemnation, or an outstanding Extension Option Request. Any election by Lessee pursuant
toSection 19.1shall be irrevocable at the time made.

SECTION
19.3.Renewal Options; Extension Options.The exercise of any Renewal Option by Lessee shall be
subject to satisfaction of the following conditions:



Lessee's
exercise of a Renewal Option shall be deemed to be a representation by Lessee that on both the Expiration Date then in effect and the date Lessee gives notice of its exercise of the Renewal
Option, no Lease Event of Default or Lease Default shall have occurred and be continuing.

ARTICLE XX SALE OPTION

SECTION
20.1.Sale Option Procedures.Lessee's effective exercise and consummation of the Sale Option
with respect to the Premises shall be subject to the due and timely fulfillment of each of the following provisions as to the Premises as of the dates set forth below.



If
one or more of the foregoing provisions shall not be fulfilled as of the date set forth above with respect to the Premises, including Lessee's obligation atSection 20.1(g)to accept a bid
for not less than the Fair Market Value of the Premises, then Agent Lessor shall declare by written
notice to Lessee the Sale Option to be null and void (whether or not it has been theretofore exercised by Lessee), in which event all of Lessee's rights under thisSection 20.1shall
immediately terminate and Lessee shall be obligated to purchase the Premises pursuant toSection 18.2on the Expiration Date.

Except
as expressly set forth herein, Lessee shall have no right, power or authority to bind Agent Lessor in connection with any proposed sale of the Premises.

SECTION
20.2.Certain Obligations Continue.During the period following Lessee's exercise of the Sale
Option, the obligation of Lessee to pay Rent with respect to the Premises (including the installment of Rent due on the Expiration Date for the Premises) shall continue undiminished. Agent Lessor
shall have the right, but shall be under no duty, to solicit bids, to inquire into the efforts of Lessee to obtain bids or otherwise to take action in connection with any such sale, other than as
expressly provided in thisArtice XX.

ARTICLE XXI PROCEDURES RELATING TO PURCHASE OR SALES OPTION

SECTION
21.1.Provisions Relating to Conveyance of the Premises Upon Purchase by Lessee, Sales or Certain Other
Events.In connection with any termination of this Lease pursuant to the terms ofArticle XV, any purchase of the Premises in accordance withArticle XVIIIor pursuant to the Construction Agency Agreement or in connection with Lessee's obligations underSection 16.2(e), then, upon the date on which this Lease is to
terminate with respect to the Premises and upon tender by Lessee of the amounts set forth
inArticle XV, Sections 16.2(e), 18.1or18.2or the Purchase Amount as provided in the final paragraph of Section 5.1 of the Construction Agency Agreement, as applicable:



ARTICLE XXII ACCEPTANCE OF SURRENDER

SECTION
22.1.Acceptance of Surrender.No surrender to Agent Lessor of this Lease or of the Premises or
of any part of any thereof or of any interest therein shall be valid or effective unless agreed to and accepted in writing by Agent Lessor and, prior to the payment or performance of all obligations
under this Lease and the other Operative Documents and termination of the Commitments, the Participants, and no act by Agent Lessor or the Participants or any representative or agent of Agent Lessor
or the Participants, other than a written acceptance, shall constitute an acceptance of any such surrender.



## 

ARTICLE XXIII NO MERGER OF TITLE

SECTION
23.1.No Merger of Title.There shall be no merger of this Lease or of the 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 Lease or the leasehold estate created hereby or any
interest in this Lease or such leasehold estate, (b) the fee or ground leasehold estate in the Premises, except as may expressly be stated in a written instrument duly executed and delivered by
the appropriate Person or (c) a beneficial interest in Agent Lessor.

ARTICLE XXIV INTENT OF THE PARTIES

SECTION
24.1.Nature of Transaction.It is the intention of the parties that:



ARTICLE XXV MISCELLANEOUS

SECTION
25.1.Survival; Severability; Etc.Anything contained in this Lease to the contrary
notwithstanding, all claims against and liabilities of Lessee or Agent Lessor arising from events commencing prior to the expiration or earlier termination of this Lease shall survive such expiration
or earlier termination for a period of one year except as to indemnification which shall continue to survive. If any term or provision of this Lease or any application thereof shall be declared by a
court of competent jurisdiction invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be affected thereby. If any right or option of
Lessee provided in this Lease, including any right or option described inArticles XIV, XV, XVIII, XIXorXX, would, in the absence of the limitation imposed by this sentence, be invalid or
unenforceable as being in violation of the rule against perpetuities or any other rule of law relating to the vesting of an interest in or the suspension of the power of alienation of property, then
such right or option shall be exercisable only during the period which shall end twenty-one (21) years after the date of death of the last survivor of the descendants of Franklin D.
Roosevelt, the former President of the United States, Henry Ford, the deceased automobile manufacturer, and John D. Rockefeller, the founder of the Standard Oil Company, known to be alive on the date
of the execution, acknowledgment and delivery of this Lease.

SECTION
25.2.Amendments and Modifications.Subject to the requirements, restrictions and conditions
set forth in the Participation Agreement, neither this Lease nor any provision hereof may be amended, waived, discharged or terminated except by an instrument in writing in recordable form signed by
Agent Lessor and Lessee.

SECTION
25.3.No Waiver.No failure by Agent Lessor or Lessee to insist upon the strict performance of
any term hereof or to exercise any right, power or remedy upon a default hereunder, and no acceptance of full or partial payment of Rent during the continuance of any such default, shall constitute a
waiver of any such default or of any such term. To the fullest extent permitted by law, no waiver of any default shall affect or alter this Lease, and this Lease shall continue in full force and
effect with respect to any other then existing or subsequent default.

SECTION
25.4.Notices.All notices, demands, requests, consents, approvals and other communications
hereunder shall be in writing and directed to the address described in, and deemed received in accordance with the provisions of, Section 15.3 of the Participation Agreement.

SECTION
25.5.Successors and Assigns.All the terms and provisions of this Lease shall inure to the
benefit of the parties hereto and their respective successors and permitted assigns.

SECTION
25.6.Headings and Table of Contents.The headings and table of contents in this Lease are for
convenience of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION
25.7.Counterparts.This Lease may be executed in any number of counterparts, each of which
shall be an original, but all of which shall together constitute one and the same instrument.

SECTION
25.8.GOVERNING LAW.THIS LEASE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT AS TO MATTERS
RELATING TO THE CREATION OF THE LEASEHOLD ESTATES HEREUNDER AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE IN WHICH SUCH ESTATES ARE LOCATED. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THAT THIS LEASE IS DEEMED TO CONSTITUTE A FINANCING, WHICH IS THE INTENTION OF THE PARTIES, THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW), SHALL GOVERN THE CREATION, TERMS AND PROVISIONS OF THE
INDEBTEDNESS EVIDENCED HEREBY, BUT ANY LIEN CREATED HEREBY AND THE CREATION, PERFECTION AND THE ENFORCEMENT OF SAID LIEN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE IN
WHICH SUCH ESTATES ARE LOCATED.

SECTION
25.9.Original Lease.The single executed original of this Lease marked "THIS COUNTERPART IS
THE ORIGINAL EXECUTED COUNTERPART" on the signature page thereof and containing the receipt thereof of Agent Lessor, on or following the signature page thereof shall be the Original Executed
Counterpart of this Lease (the "Original Executed Counterpart"). To the extent that this Lease constitutes chattel paper, as such term is defined in the
Uniform Commercial Code, no security interest in this Lease may be created through the transfer or possession of any counterpart other than the Original Executed Counterpart.

SECTION
25.10.Limitations on Recourse.The parties hereto agree that, except as specifically set forth
in this Lease or in any other Operative Document, Lease Plan North America, Inc. shall have no personal liability whatsoever to Lessee or its respective successors and assigns for any claim
based on or in respect of this Lease or any of the other Operative Documents or arising in any way from the Overall Transaction;provided,
however, that Lease Plan North America, Inc. shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in
the handling of funds), (b) for any Tax based on, with respect to or measured by any income, fees, commission, compensation or other amounts received by it as compensation for services
(including for acting as Agent Lessor) or otherwise under, or as contemplated by, the Operative Documents, (c) Lessor Liens on the Premises which are attributable to it, (d) for its
representations and warranties made in its individual capacity in the Participation Agreement or in any certificate or documents delivered pursuant thereto, (e) for its failure to perform any
of its covenants and agreements set forth in the Participation Agreement or any other Operative Document, and (f) as otherwise expressly provided in the Operative Documents. The provisions of
Article XVI of the Participation Agreement are incorporated herein by reference as if fully set forth herein.

[END OF PAGE]
[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties have caused this Lease be duly executed and delivered as of the date first above written.



THIS
COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART.

Receipt
of this original counterpart of the foregoing Lease is hereby acknowledged as of the date hereof.



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

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

[Notarial
Seal]



My
commission expires: 1/31/00



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

The
foregoing Lease was acknowledged before me, the undersigned Notary Public, in the County of Cook, State of Illinois, this 22nd day of October, 1999, by Blake J. Lacher as
Vice President of Lease Plan North America, Inc., a corporation organized under the laws of the State of Illinois, on behalf of the corporation.

[Notarial
Seal]



My
commission expires: 07/29/2002

EXHIBIT A
to Lease

LEGAL DESCRIPTION OF LAND

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



## QuickLinks

TABLE OF CONTENTSEXHIBITS

LEASEARTICLE I DEFINITIONSARTICLE II LEASE OF PREMISES; LEASE TERMARTICLE III PAYMENT OF RENTARTICLE IV QUIET ENJOYMENT; RIGHT TO INSPECTARTICLE V NET LEASE, ETC.ARTICLE VI SUBLEASES; SPACE LEASESARTICLE VII LESSEE ACKNOWLEDGMENTSARTICLE VIII POSSESSION AND USE OF THE PROPERTY, ETC.

ARTICLE IX MAINTENANCE AND REPAIR; REPORTSARTICLE X MODIFICATIONS, ETC.ARTICLE XI COVENANTS WITH RESPECT TO LIENS; EASEMENTSARTICLE XII PERMITTED CONTESTSARTICLE XIII INSURANCEARTICLE XIV CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERSARTICLE XV TERMINATION OF LEASE

ARTICLE XVI EVENTS OF DEFAULTARTICLE XVII AGENT LESSOR'S RIGHT TO CUREARTICLE XVIII PURCHASE PROVISIONSARTICLE XIX END OF TERM OPTIONSARTICLE XX SALE OPTIONARTICLE XXI PROCEDURES RELATING TO PURCHASE OR SALES OPTIONARTICLE XXII ACCEPTANCE OF SURRENDER

ARTICLE XXIII NO MERGER OF TITLEARTICLE XXIV INTENT OF THE PARTIESARTICLE XXV MISCELLANEOUSLEGAL DESCRIPTION OF LAND