exv10w17



 





Exhibit
10.17



LEASE AGREEMENT



This
LEASE AGREEMENT (“Lease”) is made and entered into
this 26th day of June, 2006 by and between
CSM FAMILY HOLDINGS, L.L.C., a Delaware limited liability company (“Landlord”) and CSAV, INC., a
Massachusetts corporation (“Tenant”).



SECTION 1. FUNDAMENTAL LEASE TERMS. Subject to the covenants, terms and conditions of this
Lease as more particularly set forth herein, the fundamental terms of this Lease are as follows:





	A.	 	Premises (Section 2):
Approximately 46,933 total square feet of rentable area (comprised of 45,853 square feet of warehouse space and 1,080 square feet of office space)
within the Building (defined herein) containing approximately 180,300 square feet of
rentable area, located in the Project (defined herein) containing approximately 180,300
total square feet of rentable area and commonly known as the Old Shakopee Road Business
Center and located at 6301 Old Shakopee Road, Bloomington, Minnesota. The rentable area of
the Premises, Building and Project shall be subject to adjustment pursuant to the terms of
this Lease.
	 
	B.	 	Initial Lease Term; Renewal Option (Section 4): Twelve (12) full calendar months,
commencing on July 1, 2006, and expiring on June 30, 2007. The Lease Term shall be subject to
adjustment pursuant to the terms of this Lease. Tenant shall have early occupancy of the
Premises pursuant to Section 4. Tenant shall have the option to extend the Lease Term for one
(1) additional twelve (12) month period pursuant to Section 4.B. herein.
	 
	C.	 	Base Rent (Section 5):





	 	 	 	 	 	 	 	 	 
	Months	 	Monthly Base Rent	 	Per Rentable Sq. Ft.
	Initial Term:
	 	 	 	 	 	 	 	 
	7/01/06—6/30/07
	 	$	6,257.73	 	 	$	1.60	 
	 
	 	 	 	 	 	 	 	 
	Option Term:
	 	 	 	 	 	 	 	 
	7/1/07—6/30/08
	 	$	13,688.79	 	 	$	3.50	 







	 	 	Base Rent shall be subject to adjustment pursuant to the terms of this Lease.
	 
	D.	 	Proportionate Share (Section 7): Twenty six and 03/100 percent (26.03%) subject to
adjustment pursuant to the terms of this Lease.
	 
	E.	 	Permitted Use (Section 10): General office, warehouse, and light assembly use, and
for no other purpose.
	 
	F.	 	Security Deposit (Section 24): Twelve Thousand Five Hundred Fifty-Four and 58/100
Dollars ($12,554.58).





 









 






	G.	 	Address of Premises: 6301 Old Shakopee Road, Suite B-2, Bloomington,
Minnesota 55438.






	H.	 	Addresses for Invoices and Payments:





	 	 	 	 	 	 	 
	 	 	If to Landlord:	 	If to Tenant:
	 
	 	 	 	 	 	 
	 	 	If By Electronic Transfer of Funds:


(to Landlord’s bank account designated
by written notice to Tenant from time to
time, please call Landlord’s Cash
Management Department at (612) 305-7000
for bank account information)	 	

CSAV, Inc.

6301 Old Shakopee Road

Suite B-2

Bloomington, Minnesota 55438
	 

	 	 	 	Attn:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Phone:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	If by Check:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	CSM Family Holdings, L.L.C.

c/o CSM INVESTORS, INC.

SDS 12-1243

P.O. BOX 86 

MINNEAPOLIS, MN 55486-1243	 	 	 	 







	I.	 	Addresses for Legal Notices
(Section 19):





	 	 	 	 	 	 	 
	 	 	If to Landlord:	 	If to Tenant:
	 
	 	 	 	 	 	 
	 	 	CSM Family Holdings, L.L.C.	 	CSAV, Inc.
	 	 	c/o CSM CORPORATION	 	6301 Old Shakopee Road
	 	 	500 WASHINGTON AVE. S., SUITE 3000	 	Suite B-2
	 	 	MINNEAPOLIS, MN 55415-1151	 	Bloomington, Minnesota 55438
	 

	 	Attn: V.P. Property Management
	 	Attn:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Phone:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(with copy to :)	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	CSM CORPORATION

500 WASHINGTON AVE. S., SUITE 3000

MINNEAPOLIS, MN 55415-1151

Attn: General Counsel	 	 	 	 





SECTION 2. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, in “As-ls” condition, the premises (“Premises”) depicted on the site and floor plans
attached hereto as EXHIBIT A and EXHIBIT B. The Premises contains approximately
46,933 total square feet of rentable area (comprised of approximately 45,853 square feet of
warehouse space, and 1,080 square feet of office space). The Premises is located within the
building (“Building”) depicted in the site plan attached hereto as EXHIBIT A containing
approximately 180,300 total square feet of rentable area, inclusive of Common Building Areas. The
Building, all other improvements within the area outlined on
EXHIBIT A, Common Areas (as
defined herein), and the real property underlying the same are collectively referred to herein as
the “Project”. The




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Project is commonly known as the Old Shakopee Road Business Center, is located at the street
address of 6301 Old Shakopee Road, Bloomington, Minnesota, and is comprised of approximately
180,300 total square feet of rentable area. For purposes of this Lease, the number of square feet
of rentable area in the Premises, Building and Project (including without limitation, the Common
Building Areas), has been and will be determined by measuring from the exterior face of exterior
walls, and from the midline or centerpoint of interior or party walls.



SECTION 3. COMMON AREAS. All areas and facilities of the Building and Project that are
provided and designated by Landlord from time to time for the general use and convenience of the
tenants of the Project are collectively referred to herein as “Common Areas”. Tenant and its
employees, invitees and customers shall have the non-exclusive right to use, without charge, all
Common Areas, in common with Landlord and all other tenants and occupants of the Project, and
their respective employees, invitees and customers, but subject to any reasonable rules and
regulations, and amendments or additions thereto, which may be adopted by Landlord from time to
time. The term “Common Areas” shall include, without limitation, (i) all interior common
mechanical rooms, utility rooms, restrooms, vestibules, stairways or corridors within the Building
not intended to selectively serve one or more tenants (herein, “Common Building Areas”), and (ii)
all exterior pedestrian walkways, patios, landscaped areas, sidewalks, service drives, plazas,
malls, throughways, loading areas and parking areas not exclusively reserved to particular
tenants, entrances, exits, driveways, and roads. Landlord reserves the right to make use of or
grant easements over, under or across the exterior portions of the Building and Common Areas of
the Project so long as such use does not materially disturb or otherwise materially interfere with
Tenant’s business operations in the Premises, Building signage or utilization of the Common Areas.




SECTION
4. LEASE TERM; EARLY OCCUPANCY; RENEWAL OPTION.





	A.	 	Initial Term. Tenant hereby takes the Premises from Landlord, upon and subject to
the covenants, terms and conditions hereinafter set forth, for the term (herein, “term of this
Lease” or “Lease Term”) commencing on July 1, 2006 (“Commencement Date”) and continuing
through and including June 30, 2007 (“Expiration Date”). Notwithstanding anything in this
Lease to the contrary, if Landlord for any reason whatsoever (except Tenant’s default) cannot
deliver possession of the Premises to the Tenant on the Commencement Date, this Lease shall
not be void or voidable, nor shall Landlord be liable for any loss or damage resulting
therefrom, however, (i) all Rent shall be abated until Landlord delivers possession of the
Premises to Tenant, and (ii) the Commencement Date shall be the actual date Landlord delivers
possession of the Premises to Tenant and the Expiration Date shall be the last day of the
twelfth (12th) full calendar month thereafter. Upon such delivery, Landlord and
Tenant shall execute an addendum to this Lease confirming the Commencement Date and Expiration
Date.
	 
	 	 	Landlord agrees to provide Tenant with early occupancy of the Premises on June 19, 2006
under the same terms and conditions contained herein, except that payment of Base Rent and
Operating Expenses shall be abated until the Commencement Date
	 
	B.	 	Option Term. Tenant shall have the option (“Option”) to extend the term of this
Lease for one (1) additional twelve (12) month term under the same terms and conditions
contained herein, provided however, that the Base Rent shall be adjusted to reflect the Base
Rent rate set forth in Section 1.C. of this Lease. Tenant may exercise such Option term by
delivering




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	 	 	written notice to Landlord, stating its irrevocable intent to exercise the Option, not more
than three hundred sixty-five (365) days and not less than one hundred eighty (180) days
prior to the expiration of the initial Lease Term. In the event that Tenant fails to
deliver timely notice of its intent to exercise such Option, Tenant’s right to the Option
shall be deemed null and void. Conditions of the exercise of such Option shall be that
Tenant is not in Default pursuant to Section 18 of this Lease and that this Lease is in
full force and effect.




SECTION 5. RENT. Tenant agrees to pay Landlord monthly in advance, without demand, offset,
abatement or deduction, except as otherwise permitted in this Lease, as base rent during the term
of this Lease (“Base Rent”), the sum of money set forth in Section 1.C. of this Lease, which has
been computed based upon the total rentable area of the Premises. If the amount of rentable area
in the Premises changes from time to time, then Base Rent shall be equitably adjusted by Landlord
based on the then current rentable area of the Premises as determined by Landlord pursuant to
Section 2 of this Lease. The initial monthly installment of Base Rent shall be due and payable on
or before the Commencement Date and all succeeding installments of Base Rent shall be due and
payable on or before the first day of each succeeding calendar month during the term of this
Lease; provided, however, that if the Commencement Date is other than the first day of a calendar
month, then the monthly Rent for such partial month shall be prorated based on the number of days
in such partial month and paid in advance. Tenant shall also pay to Landlord, as additional rent,
all other sums due under this Lease and the word “Rent”, as used in this Lease, shall mean the
Base Rent and the additional rent payable hereunder. All Rent shall be payable to Landlord either
by electronic transfer of funds at the bank account designated by Landlord by written notice to
Tenant from time to time or by business check to the address set forth in Section 1.H. above, or
at such other address as may from time to time be designated by Landlord. If any Rent or other sum
due from Tenant is not received by Landlord on or before the fifth (5th) day of the month for
which the Rent or such sum is due, then a late payment charge of $250.00 per occurrence shall
become due and payable to Landlord, all in addition to such amounts owed under this Lease. No
payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall
be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment as Rent be deemed an
accord and satisfaction, and Landlord shall accept such check or payment without prejudice to
Landlord’s right to recover the balance of such Rent or pursue any other remedy in this Lease
provided. Any sums paid to Landlord by Tenant pursuant to this Lease shall be applied to Tenant’s
account in the following order: first to the payment of costs of collection, including without
limitation attorneys’ fees and court costs; then to the payment of late charges and accrued
interest due on past due amounts; then to the payment of Rent. Periodic Rent invoices that may be
provided to Tenant by Landlord are provided at the discretion and will of Landlord and as a
courtesy only and in no event shall the date of delivery or receipt of an invoice, or the failure
to deliver an invoice, extend the time for payment of Rent or the date Rent is due and payable.



SECTION 6. SURRENDER OF POSSESSION AND HOLDING OVER. In the event that Tenant fails to
surrender possession of the Premises upon the expiration or termination of this Lease, then Tenant
shall be obligated to (i) vacate and deliver the Premises to Landlord immediately upon receipt of
written notice to vacate from Landlord, (ii) pay Landlord as Base Rent for such holdover period,
an amount equal to one and one-half (1.5) times the rate of Base Rent in effect on the date of
expiration or termination of this Lease, together with all additional rent and other sums and
charges as provided in this Lease, and (iii) indemnify, hold harmless and defend Landlord against
all claims for liability, costs or damages by any other party to whom Landlord may have leased all



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or part of the Premises. If Tenant holds over with the prior written consent of Landlord, then
Tenant’s occupancy for the holdover period shall be deemed a month to month occupancy terminable
by either party upon thirty (30) days written notice to the other party, and all of the terms and
provisions of this Lease shall be applicable during that period, except that Tenant shall pay
Landlord monthly, in advance, as Base Rent for the holdover period, an amount equal to the rate of
Base Rent in effect on the date of expiration or termination of this Lease, together with all
additional rent and other sums and charges as provided in this Lease; provided, however, that
Landlord shall have the right, from time to time, to adjust the Base Rent payable by Tenant during
the holdover period by providing Tenant with at least thirty (30) days prior written notice of
such adjustment. No holding over by Tenant, without the prior written consent of Landlord shall
operate to extend the term of this Lease. Nothing contained herein shall be construed to give
Tenant any right to hold over or to impair or limit any of Landlord’s rights and remedies set
forth in this Lease if Tenant holds over without the prior written consent of Landlord, including
without limitation, the right to terminate this Lease at any time during such holdover period, to
recover possession of the Premises from Tenant, or to recover damages from Tenant from such
holding over.




SECTION 7. OPERATING EXPENSES.





	A.	 	Operating Expenses. Tenant shall also pay Landlord monthly in advance, without
demand, offset, abatement or deduction, as additional rent during the Lease Term, Tenant’s
Proportionate Share of all costs which Landlord may incur in owning, maintaining, operating,
and repairing (including replacements when repairs are not economically prudent in Landlord’s
reasonable discretion) the Building, Common Areas and all other improvements within the
Project. All such costs are referred to herein as “Operating Expenses” and are hereby defined
to include, without limitation, the following: (a) costs (including without limitation, sales
and service taxes) incurred by Landlord in the management of the Project and fulfillment of
its obligations under Section 12.A. herein; (b) utility charges for Common Areas of the
Project and water, sewer and any other utility charges not separately metered to a particular
tenant in the Building as provided in Section 8 herein; (c) exterior window washing; (d)
debris, snow and ice removal; (e) parking lot sweeping, patching and sealcoating; (f)
maintenance, repair and replacement of landscaping, irrigation systems and retaining walls;
(g) management fees; (h) wages and benefits payable to employees of Landlord below the level
of corporate property manager employed to perform maintenance, operation, repair or
replacement work for the Project; (i) all services, tools, equipment, and supplies used for
maintaining, operating, repairing or replacing the Project; (j) all real property taxes,
installments of special assessments and governmental impositions of any kind whatsoever
imposed upon Landlord by reason of its ownership, operation or management of the Premises,
including without limitation the so called Minnesota “state general tax”, and legal fees and
administrative fees incurred in connection with actions to reduce the same; (k) dues and
assessments by means of covenants, conditions, easements or restrictions of record and/or
owners’ associations if any, which accrue against the Project during the term of this Lease;
(I) all premiums, deductibles, retentions, commissions, service fees and administrative fees
for insurance coverages Landlord is required to carry pursuant to Section 12.B. herein or by
its lender, or that Landlord otherwise deems reasonably necessary to carry, including without
limitation, property insurance, commercial general liability insurance, and rent loss
insurance; (m) maintenance, repair, monitoring and testing of fire sprinkler systems, storm
sewer ponds, wetlands and ground water; (n) the yearly amortization of major nonrecurring
capital expenditures, costs, repairs, and replacements (including without




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	 	 	limitation, improvements Landlord is required to make to the Project pursuant to this
Lease, if any, to comply with applicable laws, and installation of any device or equipment
which improves the operating efficiency of any system within the Premises or the Project)
which shall be amortized over the useful life of the improvement and at an interest rate as
reasonably determined by Landlord, and (o) all other expenses which would generally be
regarded as operating, repair, replacement and maintenance expenses or Common Area
expenses.
	 
	 	 	The foregoing notwithstanding, Operating Expenses shall not include (1) costs for any
employees above the rank of building manager; (2) leasing commissions and marketing costs
related to leasing or releasing of the Project; (3) payments of principal, interest,
financing or refinancing costs on debt or amortization payments on any mortgage or
underlying ground lease encumbering the Project; (4) Landlord’s franchise or income taxes;
(5) depreciation; (6) bad debts, rent loss or reserves for bad debts or rent loss; (7)
repairing or replacing any damage caused by condemnation; and (8) costs reimbursed to
Landlord from insurance proceeds or third parties.
	 
	B.	 	Proportionate Share. Tenant’s proportionate share of Operating Expenses
(“Proportionate Share”) shall be equal to a fraction, the numerator of which is the total
rentable square footage of the Premises, and the denominator of which is the total rentable
square footage of the Project. Landlord shall invoice Tenant for Tenant’s estimated annual
Proportionate Share of Operating Expenses for each calendar year, which amount shall be
adjusted reasonably from time-to-time by Landlord based upon anticipated Operating Expenses,
and which amount shall be due and payable at the same time Base Rent is due in twelve (12)
equal monthly installments. Tenant’s Proportionate Share of Operating Expenses for the years
in which the Lease Term commences and terminates shall be prorated as equitably determined by
Landlord based upon the Commencement Date and date of termination of the Lease Term.
Notwithstanding anything contained herein to the contrary, during the year in which this Lease
terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant
for Tenant’s Proportionate Share of the Operating Expenses based upon the previous year’s
Operating Expenses.
	 
	C.	 	Exclusions. Without limiting the foregoing, if any tenant or other occupant of the
Project separately maintains any part of the Building, or any part of the Common Areas, or
separately pays for the cost of any utilities serving its premises, or separately insures its
premises, or is separately required to pay real estate taxes on its premises or any separate
tax parcel contained within its premises, then on a line item basis (i) the cost of such
Building and common area maintenance, utilities, insurance and taxes shall be excluded from
the definition of Operating Expenses, and (ii) the total rentable square feet of area
contained within the premises of such tenant or occupant shall be excluded from the
denominator of the fraction comprising Tenant’s Proportionate Share of the Operating Expenses,
as set forth above in the preceding paragraph, for the purpose of computing Tenant’s
Proportionate Share of those costs of Building and common area maintenance, utilities,
insurance and taxes for the Project not separately paid as provided above.
	 
	D.	 	Reconciliation. Within six (6) months following the close of each calendar year,
Landlord shall provide Tenant an accounting showing in reasonable detail the computations of
Operating Expenses due pursuant to this Section, provided, however, that Landlord’s failure to
timely provide any such accounting within the applicable six (6) month period shall not
relieve Tenant of its obligation to pay any sums due to Landlord relative to any




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	 	 	such reconciliation. If the accounting shows that the total of the monthly payments made by
Tenant exceeds the amount of Operating Expenses due by Tenant under this Section, the
accounting shall be accompanied by evidence of a credit to Tenant’s account, except that if
the Lease Term has expired, then the amount of the credit shall be paid to Tenant. If the
accounting shows that the total of the monthly payments made by Tenant is less than the
amount of Operating Expenses due by Tenant under this Section, the accounting shall be
accompanied by an invoice for the additional Operating Expenses due from Tenant and Tenant
shall pay Landlord the amount set forth in the invoice within thirty (30) days following
receipt of same.
	 
	E.	 	Tenant’s Right to Inspect Landlord’s Books. Within sixty (60) days after receipt of
Landlord’s annual reconciliation statement for Operating Expenses, Tenant may inspect
Landlord’s books and records relative to computation of Operating Expenses referenced in said
reconciliation statement. If Tenant does not perform such inspection within said sixty (60)
day period, Tenant shall be deemed to have waived its right to inspect Landlord’s books for
the applicable reconciliation statement and charges referenced therein. Tenant may perform
only one (1) such inspection in each calendar year during the Lease Term. Any such inspection
shall be performed at the offices of Landlord and shall be performed at Tenant’s sole cost
and expense.




SECTION 8. UTILITIES. Commencing on the earlier of the Commencement Date or the date
Landlord delivers possession of the Premises to Tenant, Tenant shall also pay when due, without
demand, offset or deduction, as additional rent during the Lease Term, all charges for utilities
furnished to or for the use or benefit of Tenant or the Premises. Consumption charges for all
utilities for the Premises that have been separately metered by Landlord or the utility provider
shall be paid by Tenant directly to the utility provider when due. Consumption charges for any
utilities not separately metered to a particular tenant in the Building shall be included within
the definition of Operating Expenses and recoverable by Landlord as provided in Section 7 above;
provided, however, that (i) if Tenant and one or more (but less than all) other tenants of the
Project share a utility meter, then Tenant shall pay Landlord monthly one-twelfth (1/12) of
Tenant’s annual estimated pro-rata share of consumption charges for such shared utility service as
equitably determined by Landlord, and (ii) to the extent Tenant uses a disproportionate amount of
water and sewer service as reasonably determined by Landlord, Landlord shall have the right to
submeter Tenant’s usage of water and sewer service and collect from Tenant monthly, in advance,
one-twelfth (1/12th) of the annual estimated consumption charges for such services,
which amounts shall be reconciled annually together with Landlord’s reconciliation of Operating
Expenses. Except to the extent of Landlord’s negligence (unless waived pursuant to Section 15.C.
herein), Landlord shall not be liable for damages or otherwise, and Tenant shall have no right of
demand, offset, abatement or deduction, if any utility provider’s service to the Premises is
interrupted or impaired by weather, fire, accident, riot, strike, act of God, the making of
necessary repairs or improvements, or any other causes beyond the reasonable control of Landlord.
If any public authorities require a reduction in energy consumption in the use or operation of the
Building or Project, Tenant agrees to conform to such requirements.



SECTION 9. ADDITIONAL TAXES. If applicable in the jurisdiction where the Premises are
located, Tenant shall pay and be liable for all rental, sales, service and use taxes or other
similar taxes arising from Tenant’s operation of its business within the Premises, if any, levied
or imposed by any city, state, county or other governmental body having authority, and if levied
upon Landlord, such payments shall be reimbursed to Landlord by Tenant as additional rent.




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SECTION 10. PERMITTED USE. The Premises are leased to Tenant solely for the use and
purpose set forth in Section 1.E. of this Lease (“Permitted Use”). Tenant shall not use, occupy,
or permit the use or occupancy of the Premises or any portion thereof for any other use or purpose
whatsoever, without obtaining the prior written consent of Landlord which consent shall not be
unreasonably withheld.




SECTION 11. ADDITIONAL OBLIGATIONS OF TENANT.





	A.	 	Occupancy and Use. Tenant shall occupy the Premises, conduct its business and control
its officers, directors, shareholders, members, managers, employees, agents, contractors, and
invitees (collectively, “Affiliated Parties”) in such a manner as is lawful, reputable and
will not create a nuisance. Tenant shall not overload, damage or deface the Premises or do any
act which may make void or voidable any insurance on the Premises or the Project, or which may
render an increased or extra premium payable for such insurance. Tenant shall not permit any
operation within the Premises which emits any noise, odor, or matter which intrudes into other
portions of the Project or otherwise interferes with, annoys or disturbs any other tenant or
occupant of the Project in its normal business operations or Landlord in its management of the
Project. Tenant and its Affiliated Parties, customers, vendors and suppliers shall not utilize
any portion of the loading dock area or the Common Areas for (i) overnight or long term
parking, placement, or storage of vehicles, trailers, storage containers, or their equivalents
used in whole or in part for storage of inventory, supplies, goods or the like, except with
Landlord’s prior written consent, or (ii) the storage of pallets, crates, boxes, refuse or
rubbish other than that which is placed in rubbish containers or dumpsters provided by or
approved by Landlord.
	 
	B.	 	Signs. Tenant shall not install, place, erect, or paint any sign, marquee or awning
of any type or description in or about the Premises or Project which are visible from the
exterior of the Premises, except those signs submitted to and approved by Landlord in writing,
which approval shall not be unreasonably withheld, and which signs are in conformance with
applicable governmental laws, rules, regulations and ordinances. Landlord shall have the right
to approve, which approval shall not be unreasonably withheld, the type and size, location and
color of all signs which Tenant desires to use or place in or upon the exterior or windows of
the Premises or the Building. Landlord may install temporary or permanent signage relating to
the Project in the Common Areas that does not materially interfere with Tenant’s signage as
approved by Landlord hereunder.
	 
	C.	 	Compliance With Laws, Rules and Regulations. Except as otherwise provided in this
Section 11.C., from and after the Commencement Date, Tenant shall, at its sole cost and
expense, cause the Premises and Tenant’s use thereof to comply with all laws, ordinances,
orders, rules and regulations of state, federal, municipal or other agencies or bodies having
jurisdiction over the use, condition or occupancy of the Premises. Any repairs, alterations or
modifications to the exterior or structural elements of the Building or to the Common Areas of
the Project necessary to comply with applicable laws shall be made by Landlord and shall be
included within the definition of Operating Expenses and reimbursed to Landlord under Section
7 of this Lease, provided, however, Tenant shall be solely responsible and shall reimburse
Landlord for the entire cost and expense of such work if compliance is necessary due to
Tenant’s specific use or occupancy of the Premises




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	 	 	or due to Tenant’s acts or omissions, or as a result of any alterations, modifications or
improvements to the Premises or Building constructed by or on behalf of Tenant.
	 
	 	 	Tenant will also comply with the reasonable rules and regulations of the Project adopted by
Landlord. Landlord shall have the right at all times, upon thirty (30) days prior written
notice to Tenant, to change and amend the rules and regulations in any reasonable manner as
may be deemed advisable for the safety, care, cleanliness, preservation of good order and
operation or use of the Project or the Premises. All rules and regulations of the Project,
and amendments or modifications thereof, will be sent by Landlord to Tenant in writing and
shall thereafter be carried out and observed by Tenant.
	 
	D.	 	Tenant’s Insurance Obligations. Tenant shall, during the term hereof, keep in full
force and effect at its expense the following insurance coverages:






	 	(1)	 	Property insurance, including plate glass coverage, written on the Insurance
Service Office’s Special Perils form, or equivalent, covering the full replacement
value of (a) Tenant’s personal property, goods, inventory, supplies, signs, furniture,
and moveable trade fixtures, equipment and machinery (collectively, “Tenant’s Personal
Property”), and (b) Improvements (defined herein) Tenant is required to remove at Lease
expiration or termination pursuant to Section 11.F. herein;
	 
	 	(2)	 	Commercial General Liability insurance in an amount of not less than $1,000,000
per “occurrence” and $2,000,000 “aggregate” for the Premises, insuring Tenant and its
Affiliated Parties against liability for bodily injury, death, personal injury, and
including contractual liability coverage. The amount of such liability insurance shall
not limit Tenant’s liability under this Lease. Such policy or policies shall name
Landlord and CSM Corporation (or Landlord’s other designated management agent) and upon
request, Landlord’s designated mortgagee, as additional insureds and shall provide that
thirty (30) days’ prior written notice must be given to Landlord prior to modification
or cancellation of such policy of insurance.






	 	 	 	Tenant shall furnish evidence satisfactory to Landlord at the time this Lease is executed,
and thereafter from time to time within ten (10) days after written request by Landlord,
that such coverages are in full force and effect. Within ten (10) days after written
request by Landlord, Tenant shall also provide Landlord with a copy of such policies of
insurance. All such insurance carried by Tenant shall be issued by companies having an A.M.
Best Company rating B+ or better.






	E.	 	Tenant’s Maintenance and Repair Obligations. Tenant shall at its sole expense and
all times throughout the term of this Lease, including renewals and extensions thereof, keep
and maintain the Premises and all of Tenant’s signage in a clean, safe, sanitary, and working
condition and in compliance with all applicable federal, state, and local laws, codes,
ordinances, rules and regulations. Within ten (10) days after written request by Tenant,
Landlord will assign to Tenant any warranties in Landlord’s possession for items which Tenant
is responsible for maintaining, repairing and replacing under this Lease. Tenant’s obligations
hereunder shall include, but not be limited to, the maintenance, repair and replacement, if
necessary, of the following items to the extent they exclusively serve the Premises: (i)
heating, ventilation and air conditioning system and equipment (including a regular
preventative maintenance contract), (ii) lighting, wiring, and plumbing fixtures,




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	 	 	piping, and equipment, (iii) water heaters, (iv) motors and machinery, (v) all interior
fixtures (including without limitation, trade fixtures, walls, partitions, doors, door
handles, locks, closures and frames, and windows), including the regular painting thereof,
and (vi) all exterior entrances, windows, doors, door handles, locks, closures and frames,
docks (including without limitation, lifts, dock levelers, awnings, dock shelters, and
staircase supports, treads and railings), including the regular painting thereof and the
replacement of all broken glass. When used in this provision, the term “repair” shall
include replacements or renewals when necessary, and all such repairs made by the Tenant
shall be equal in quality and class to the original work. Notwithstanding anything to the
contrary contained herein, Landlord represents and warrants that the heating, ventilation
and air conditioning system and equipment shall be in good working condition as of the
Commencement Date. The parties acknowledge and agree that during the Initial Term, Tenant
shall only be responsible for repairs and replacements to the HVAC system and the cost of
any necessary replacement, as determined solely by Landlord, shall be borne by Landlord.
Tenant shall keep the sidewalk in front of the Premises clean and shall remove snow and ice
accumulations of less than one inch. Within ten (10) days after written request by
Landlord, Tenant shall provide to Landlord written proof substantiating Tenant’s
performance of any maintenance, repair or replacement required under the terms hereof. If
Tenant fails, refuses or neglects to maintain or repair the Premises as required in this
Lease, then subject to the notice and cure period requirements of Section 18.A.(2) herein
(except in the event of an emergency when no prior notice need be given by Landlord),
Landlord may make such repairs, without liability to Tenant for any loss or damage that may
accrue to Tenant’s merchandise, personal property, furniture, trade fixtures, equipment, or
other property or to Tenant’s business by reason thereof, provided that Landlord shall use
reasonable efforts not to disturb or otherwise interfere with Tenant’s operations in the
Premises, and upon completion thereof, Tenant shall pay to Landlord all costs incurred by
Landlord in making such repairs, including ten percent (10%) for overhead, within thirty
(30) days after Landlord delivers to Tenant an invoice for such costs.
	 
	F.	 	Alterations and Improvements. Subject to Tenant obtaining, at its sole expense, any
and all necessary federal, state and municipal governmental licenses, permits or approvals,
Tenant shall have the right, at its sole expense, to construct and install all tenant
improvements, furniture, trade fixtures, equipment, machinery and other improvements necessary
for Tenant to utilize the Premises for its Permitted Use; provided, however, that such work is
performed in a workmanlike manner and Tenant uses reasonable efforts not to disturb other
tenants’ use of their demised premises or the Common Areas during performance of such work.
Prior to installing or making any alterations, physical additions or tenant improvements
(collectively, “Improvements”) on or within the Premises, Tenant shall (i) obtain Landlord’s
written approval of plans and specifications for such improvements, which approval shall not
be unreasonably withheld, and (ii) forward to Landlord a copy of all governmental approvals
required for the Improvements that Tenant has obtained, together with names and addresses of
all contractors and subcontractors who will be working at the Premises. All such work shall be
performed by qualified, licensed and insured contractors or subcontractors, and Tenant shall
hold harmless, indemnify and defend Landlord from any liens, damages, costs, liability, or
claims for personal injury, property damage or death arising from installation of any such
improvements. Tenant shall not make or allow to be made any Improvements that (i) are
structural in nature, (ii) affect the mechanical, electrical, utility or other service systems
for




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	 	 	the Building, (iii) are visible from the exterior of the Building, or (iv) that cost in
excess of $1,000.00, without first obtaining the written consent of Landlord, which consent
shall not be unreasonably withheld. Any Improvements in or to the Premises made by Tenant
shall, at Landlord’s option, become the property of Landlord and shall be surrendered to
Landlord upon the termination of this Lease; provided, however, upon request by Landlord,
Tenant shall remove any designated Improvements upon expiration or earlier termination of
the Lease Term, and further provided, that, this clause shall not apply to Tenant’s
Personal Property, which shall remain the property of Tenant and shall be removed by Tenant
prior to the end of the term of this Lease. Tenant shall repair any damage to the Premises
arising from installation or removal of such Improvements or Tenant’s Personal Property in
order to restore the Premises to the condition required by the terms of Section 11.J.
herein. All costs of installation and removal of such Improvements and Tenant’s Personal
Property and repair to the Premises relating thereto, shall be paid by Tenant and if not
paid, shall be deemed additional rent recoverable by Landlord under this Lease.
	 
	G.	 	Hazardous Substances. Tenant and its Affiliated Parties shall not manufacture,
generate, treat, transport, dispose of, release, discharge, or store on, under or about the
Premises or the Project (except as reasonably required in the ordinary course of Tenant’s
business operations in the Premises or for routine maintenance thereof, to the extent used in
compliance with applicable laws), any asbestos, petroleum or petroleum products, explosives,
toxic materials, or substances defined as hazardous wastes, hazardous materials, or hazardous
substances under any federal, state, or local law or regulation (“Hazardous Materials”).
Tenant shall indemnify, hold harmless and defend (with counsel reasonably approved by
Landlord) Landlord from and against any claims, damages, penalties, liabilities, and costs
(including reasonable attorneys fees and expenses and court costs) caused by or arising out of
(i) a violation of the foregoing prohibition by Tenant or (ii) the presence of any Hazardous
Materials on, under, or about the Premises or the Project during the term of the Lease to the
extent caused by or arising out of the actions or omissions of Tenant or its Affiliated
Parties. Tenant shall clean up, remove, remediate and repair any soil or ground water
contamination and damage caused by the presence or release of any Hazardous Materials in, on,
under or about the Premises or the Project during the term of the Lease to the extent caused
by or arising, out of the actions or omissions of Tenant or its Affiliated Parties, as
required by applicable law and subject to Landlord’s prior reasonable approval of the scope of
Tenant’s work. Tenant shall immediately give Landlord written notice (i) upon learning of the
presence or release of any Hazardous Materials on or about the Premises or the Project by
Tenant, (ii) upon receiving any notices from governmental agencies pertaining to Hazardous
Materials which may affect the Premises or the Project, or (iii) upon receipt of notice of
pending or threatened claims against Tenant or the Project due to the presence or release of
Hazardous Materials on or about the Premises or the Project. The obligations of both parties
hereunder shall survive the expiration or earlier termination of this Lease and the monetary
obligations of Tenant shall be deemed additional Rent payable to and recoverable by Landlord
hereunder. At Landlord’s option, any penalties, damages or costs of compliance arising from
the presence or release of Hazardous Materials not caused by the acts or omissions of Landlord
or its employees, agents or contractors or any other tenant of the Project, may be included
within the definition of Operating Expenses and recoverable by Landlord pursuant to Section 7
above, not to exceed $1,000 per year. Landlord shall indemnify, hold harmless and defend (with
counsel reasonably approved by Tenant) Tenant from and against any claims, damages, penalties,
liabilities, and costs (including




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	 	 	reasonable attorneys fees and expenses and court costs) caused by or arising out of the
presence or release of Hazardous Materials on or about the Premises or the Project at any
time prior to execution of this Lease, or at any time after execution, to the extent
arising from the actions or omissions of Landlord, its Affiliated Parties, or any prior
owner of the Premises or the Project.
	 
	H.	 	Mechanic’s and Materialmen’s Liens. Tenant shall keep the Premises and the Project
free from any claims or liens arising out of any work performed, materials furnished or
obligations incurred by or on behalf of Tenant and Tenant shall immediately notify Landlord
of any such claim or lien of which Tenant has knowledge. Tenant will pay and discharge any
mechanic’s, materialmen’s or other lien against the Premises resulting from Tenant’s failure
to make payment to such liening party, or will post bond, cash escrow or other security
reasonably required by Landlord and diligently contest the lien. If a lien is claimed and
Tenant does not cause it to be removed or contested (together with posting of bond, cash
escrow or other security reasonably required by Landlord) within thirty (30) days after
notice from Landlord to do so, then Landlord may require that Tenant provide to Landlord, at
Tenant’s sole cost and expense, a bond, letter of credit or cash escrow in an amount equal to
one and one-half (1.5) times the amount of the lien, to insure Landlord against any liability
for such lien. If Tenant contests the lien, it will do so at its expense in an expeditious
manner. If the lien is reduced to final judgment, Tenant will discharge the judgment.
	 
	I.	 	Financial Statements. Tenant shall, within fifteen (15) days following written request
by Landlord (but not more than once per year), furnish to Landlord, or any present or
prospective lender or buyer of the Project, Tenant’s prior year and most current
year-to-date financial statements (including a balance sheet and an income statement)
certified by an officer or general partner of Tenant, which statements shall be in
reasonable detail and conform to generally accepted accounting principles. Landlord shall
advise the recipient of the financial statements that they shall be kept and maintained in
a confidential manner.
	 
	J.	 	Obligations Upon Termination. Upon the termination of this Lease in any manner
whatsoever, Tenant shall (i) remove Tenant’s Personal Property (and the personal property of
any other person claiming under Tenant) and if requested by Landlord, any other improvements
made at any time to the Premises by or at the request of Tenant, (ii) repair any injury or
damage to the Premises arising from installation or removal of such personal property or
improvements, and (iii) quit and deliver up the Premises to Landlord peaceably and quietly in
as good order and condition as the same are now in or hereafter may be put in by Landlord or
Tenant, ordinary wear and tear and repairs or restoration which are Landlord’s obligation
excepted. If Tenant does not return possession of the Premises to Landlord in the condition
required by this Lease, then (i) any improvements Tenant is required to remove upon the
termination of this Lease or any of Tenant’s Personal Property that are not removed on or
before the date of termination of this Lease, however terminated, shall be deemed abandoned
and Landlord may remove and dispose of the same as it deems prudent and any cost in regard
thereto shall be payable by Tenant as additional Rent, (ii) Landlord may repair and restore
the Premises to the condition required above and recover the costs of doing so from Tenant,
and (iii) Tenant shall be liable to Landlord for the fair market value of lost rentals
accruing during the period of time necessary for Landlord to remove Tenant’s improvements and
Tenant’s Personal Property and to repair and restore the Premises to the condition noted
above.






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SECTION 12. OBLIGATIONS OF LANDLORD.





	A.	 	Landlord’s Maintenance and Repair Obligations. Landlord shall not be required to
make any improvements, replacements or repairs of any kind or character to the Premises or the
Project during the term of this Lease except as are specifically set forth in this Section or
elsewhere in this Lease. Landlord shall maintain, repair and replace only the roof
(including flashing and drainage systems), fire sprinkler system, utility lines up to
connection points with the Building, foundation, parking areas, Common Areas (including
without limitation site lighting, project identification signs, landscaping and irrigation),
and the exterior and structural portions of the Building and other improvements within the
Project (including exterior painting and tuckpointing), provided, that Landlord’s cost of
maintaining, repairing and replacing the items set forth in this Section shall be included
within the definition of Operating Expenses and recoverable by Landlord pursuant to Section 7
of this Lease. Landlord shall use reasonable efforts not to disturb or otherwise interfere
with Tenant’s operations in the Premises when performing any maintenance or repair at the
Premises.
	 
	B.	 	Landlord’s Insurance Obligations. During the term of this Lease, Landlord shall
carry hazard and property insurance coverage on the Building in an amount equal to the full
replacement cost thereof. Landlord shall not be obligated in any way or manner to insure any
of Tenant’s Personal Property upon or within the Premises or any Improvements which Tenant is
required to remove pursuant to Section 11.F hereof. Landlord shall also carry Commercial
General Liability insurance in an amount of at least $1,000,000 per “occurrence” and
$2,000,000 “aggregate” per this location. Landlord may also carry such other insurance
coverage, including without limitation, rent loss insurance, of the type and in amounts as
Landlord deems prudent. Notwithstanding the foregoing, any insurance carried or required to
be carried by Landlord relative to the Premises may be maintained under a blanket policy or
policies of insurance covering the Premises and other properties owned by Landlord and its
affiliates, and all premiums, commissions, service fees, and administrative fees paid or
incurred by Landlord or its management agent (CSM Corporation) for such insurance, to the
extent properly allocable to the Premises, and the cost of repairs not covered under such
insurance due to deductible or retention provisions, shall be included within the definition
of Operating Expenses under Section 7 of this Lease. Tenant shall have no right in or claim
to the proceeds of any policy of insurance maintained by Landlord under this Lease even if the
cost of such insurance is borne by Tenant pursuant to Section 7 of this Lease. If an
increase in any insurance premiums paid by Landlord relative to the Project is caused by
Tenant’s use of the Premises, then Tenant shall pay the amount of such increase as additional
rent to Landlord.
	 
	C.	 	Landlord’s Warranty of Possession. Landlord warrants that it has the right and
authority to execute this Lease, and Tenant, upon payment of the required Rent and subject to
the terms, conditions, covenants and agreements contained in this Lease, shall have quiet
enjoyment and possession of the Premises during the full term of this Lease as well as any
extension or renewal thereof. Landlord shall not be responsible for the acts or omissions of
any other lessee or third party that may interfere with Tenant’s use of the Premises.





SECTION 13. ASSIGNMENT AND SUBLETTING. Tenant shall not either voluntarily or by operation
of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest
therein, and shall not sublet the Premises or any part thereof, or any right or privilege




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appurtenant thereto, or allow any person, other than the employees of Tenant, to occupy or use the
Premises or any portion thereof, without the prior written consent of Landlord not to be
unreasonably withheld. Any assignment or transfer of this Lease by transfer of a majority interest
of stock, asset sale, merger, consolidation, liquidation or dissolution, or any changes in the
ownership of, or power to vote in excess of fifty percent (50%) of its outstanding stock, shall
constitute an assignment for purposes of this Section.



If Tenant desires to assign or sublet all or any part of the Premises, Tenant shall notify
Landlord at least thirty (30) days in advance of the date on which Tenant desires to make such
assignment or sublease. Tenant shall provide Landlord with a copy of the proposed assignment or
sublease and such information or written consents as Landlord might request concerning the
proposed sublessee or assignee to allow Landlord to make informed judgments as to the type of use,
financial condition, gross sales, business experience, reputation, operations and general
desirability of the proposed sublessee or assignee or to obtain credit information from a credit
reporting service. Within fifteen (15) days after Landlord’s receipt of Tenant’s proposed
assignment or sublease and all required information concerning the proposed sublessee or assignee,
Landlord shall have either of the following options: (i) consent to the proposed assignment or
sublease, and, if the rent due and payable by any assignee or sublessee under any such permitted
assignment or sublease (or a combination of the rent payable under such assignment or sublease
plus any bonus or any other consideration or any payment incident thereto) exceeds the Base Rent
payable under this Lease for such space, Tenant shall pay to Landlord one-half (1/2) of all such
excess rent and other excess consideration within ten (10) days following receipt thereof by
Tenant; or (ii) refuse, in Landlord’s reasonable discretion and judgement, to consent to the
proposed assignment or sublease, which refusal shall be deemed to have been exercised unless
Landlord gives Tenant written notice providing otherwise.



In the event of any assignment or sublease, any option or right of first refusal granted to Tenant
shall not be assignable by Tenant to any assignee or sublessee without Landlord’s prior written
consent, not to be unreasonably withheld. No assignee or sublessee of the Premises or any portion
thereof may assign or sublet the Premises or any portion thereof. Upon the occurrence of a Default
hereunder, if all or any part of the Premises are then assigned or sublet, Landlord, in addition
to any other remedies provided by this Lease or provided by law, may, at its option, collect
directly from the assignee or sublessee all rents becoming due to Tenant by reason of the
assignment or sublease. Any acceptance of Rent or collection by Landlord of other sums directly
from the assignee, sublessee or any other person shall not be construed as a novation or release
of Tenant or any guarantor from the further performance of their respective obligations under this
Lease or any guarantee hereof, and shall not be construed as a waiver by Landlord of any
provisions hereof or any right hereunder. Any assignment or subletting without consent of Landlord
and, to the extent required, any Lender, shall be void, and shall at the option of Landlord,
constitute a default under this Lease. Consent to one assignment, subletting, occupation or use by
any other person or entity shall not be deemed to be a consent to any subsequent assignment,
subletting, occupation or use by another person or entity. No subletting or assignment by Tenant,
made with or without Landlord’s consent, shall ever release Tenant from its obligation to pay the
Rent and perform all other obligations to be performed by Tenant hereunder for the term of this
Lease, or release any guarantor from any obligation or liability under any guarantee of this
Lease.



SECTION
14. LANDLORD’S RIGHT OF ACCESS. At any and all reasonable times hereunder during
Tenant’s normal business hours, Landlord and its Affiliated Parties shall have the right to access
and enter the Premises to inspect the same, to show the Premises to prospective



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purchasers, lessees, mortgagees, insurers or other interested parties, and to alter, improve,
maintain, or repair the Premises or any other portion of the Project. If such access is other than
during Tenant’s normal business hours, Landlord shall give Tenant at least 24 hours prior written
notice, except in the event of an emergency when no such prior notice shall be required. Tenant
shall not prohibit Landlord or its Affiliated Parties from entering the Premises. Landlord shall
have the right to use any and all means which Landlord may deem reasonably necessary to gain entry
to the Premises in an emergency without liability therefor. Tenant shall permit Landlord to
install, use, maintain and repair pipes, cables, conduits, plumbing, vents and wires under or
through the raceways, conduits, risers, utility lines or ceiling plenum of the Premises as often
and to the extent that Landlord may now or hereafter deem to be necessary or appropriate for the
proper use, leasing, operation and maintenance of the Project.



SECTION
15. INDEMNITY AND WAIVER OF SUBROGATION.





	A.	 	Release. Tenant agrees that Landlord and its Affiliated Parties shall not be liable
to Tenant or its Affiliated Parties for, and Tenant hereby releases such parties from, any
damage, compensation, liability, loss or claim from any cause, other than the negligence
(unless waived pursuant to Section 15.C. herein) or willful misconduct of Landlord or its
Affiliated Parties, relative to or arising from: (i) loss or damage to Tenant’s Personal
Property or Improvements that Tenant is required to remove pursuant
to Section 11.F. hereof;
(ii) any injury to person or damage to property on or about the Premises; (iii) any criminal
act on or about the Premises or Project; or (iv) interference with Tenant’s business
operations or loss of occupancy or use of the Premises arising from Landlord’s performance
of its maintenance and repair obligations under this Lease or from Landlord’s right to access
or enter the Premises under this Lease. Tenant acknowledges and agrees that Landlord has no
duty or obligation to provide security for the Premises, Building or Common Areas of the
Project.
	 
	B.	 	Indemnity. Tenant agrees to hold harmless, defend (with counsel reasonably approved
by Landlord) and indemnify Landlord and its Affiliated Parties against any
damage, compensation, liability, loss or claim arising out of any personal injury, death or
property loss or damage occurring in or about the Premises or the Project during the Lease
Term, regardless of when such claim is made, to the extent arising from the willful misconduct
or negligent acts or omissions of Tenant or its Affiliated Parties. Landlord agrees to hold
harmless, defend (with counsel reasonably approved by Tenant) and indemnify Tenant and its
Affiliated Parties against any damage, compensation, liability, loss or claim arising out of
any personal injury, death or property loss or damage occurring in or about the Premises or
the Project during the Lease Term, regardless of when such claim is made, to the extent
arising from the willful misconduct or negligent acts or omissions of Landlord or its
Affiliated Parties.
	 
	C.	 	Waiver of Subrogation. Notwithstanding anything in this Lease to the contrary,
Landlord and Tenant hereby waive and release each other and their respective Affiliated
Parties of and from any and all right of liability, recovery, claim, action or cause of
action, against each other or their Affiliated Parties (or anyone claiming through or under
them by way of subrogation or otherwise), for any damage, compensation, liability, loss
or claim, regardless of cause or origin, including without limitation, negligence of Landlord
or Tenant and their respective Affiliated Parties, to the extent coverable by property
insurance (i.e. hazard and all risk insurance, fire and extended coverage property insurance
or equivalent





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	 	 	insurance). Notwithstanding the foregoing or anything contained in this Lease to the
contrary, any release or waiver of claims shall not be operative in any case where the
effect of the release or waiver is to invalidate insurance coverage or invalidate the right
of the insured to recover thereunder.





SECTION 16. CASUALTY LOSS.





	A.	 	Total Destruction. If all of the Premises or the Project are totally destroyed by
fire or any other event (“Casualty”), then this Lease shall terminate at the option of either
Landlord or Tenant by written notice to the other party within sixty (60) days following the
date of Casualty, and the Rent shall be abated for the unexpired portion of the Lease
effective as of the date of Casualty.
	 
	B.	 	Partial Destruction. If the Premises is partially damaged by Casualty, and either:
(a) more than thirty percent (30%) of the Premises is damaged to the extent that Tenant’s use
and enjoyment of the Premises for the purposes permitted under this Lease is unreasonably
interfered with, or (b) the Premises are damaged to such extent that the damage cannot, in
Landlord’s reasonable judgment, be rebuilt or repaired economically (taking into account the
time necessary to receive any insurance proceeds and using normal construction methods without
overtime or other premium) within two hundred seventy (270) days after the date of Casualty,
then this Lease shall terminate at the option of Landlord or Tenant by written notice to the
other party within sixty (60) days following the date of Casualty, and the Rent shall be
abated for the unexpired portion of the Lease effective as of the date of Casualty.
Notwithstanding anything contained herein to the contrary, if the Premises or the Project is
partially damaged by Casualty and either (i) insurance proceeds are not made available to
Landlord or are inadequate for restoration, or (ii) repair or restoration of the same would
not be economically prudent in Landlord’s reasonable determination, then Landlord shall have
the right to terminate this Lease by written notice to Tenant within sixty (60) days following
the date of Casualty, and the Rent shall be abated for the unexpired portion of the Lease
effective as of the date of Casualty.
	 
	C.	 	Restoration Obligations. If this Lease is not terminated pursuant to Section 16.A. or
Section 16.B. above, then Landlord shall, at its sole expense, proceed with reasonable
diligence, subject to Force Majeure delays (as defined in Section 27.G. of this Lease) to
rebuild or repair the Premises (including Improvements made or paid for by Tenant, the loss of
which is covered by insurance carried by Landlord, but excluding Tenant’s Personal Property
and Improvements that Tenant is required to remove pursuant to Section 11.F. above), the
Building or other improvements within the Project to as near the condition in which they
existed immediately prior to the date of Casualty as reasonably possible. If the Premises are
to be rebuilt or repaired and are untenantable in whole or in part following the Casualty,
then the Rent payable under this Lease during the period for which the Premises are
untenantable shall be abated in proportion to the areas of the Premises rendered untenantable
(as reasonably and equitably determined by Landlord) from the date of Casualty until
restoration is completed by Landlord. Notwithstanding anything contained herein to the
contrary, if the holder of a Mortgage purchases or acquires Landlord’s interest in the
Premises or the Project by foreclosure sale or deed in lieu thereof, then such holder shall
not be bound by the restoration obligations set forth in this Section 16 and shall have the
option either to use any such insurance proceeds to restore the Premises in accordance with
the terms of this Lease or to terminate this Lease and retain all such





-16-









 






	 	 	proceeds as its own and upon such termination the Rent shall be abated for the unexpired
portion of the Lease effective as of the date of Casualty.






	D.	 	Insurance Proceeds. Tenant hereby waives any right in or claim to the proceeds of
any policy of insurance maintained by Landlord under this Lease. If any insurance proceeds
are recoverable on account of any Casualty affecting the Premises or the Project, then Tenant
agrees that as between this Lease and any recorded mortgage, deed of trust or other
instrument presently existing or hereafter created covering Landlord’s interest in all or
part of the Premises or the Project, and all increases, refinancings, extensions, renewals,
amendments and modifications thereof (collectively, “Mortgage”), the terms of such Mortgage
shall govern and be determinative relative to the payment and disposition of such proceeds.





SECTION 17. EMINENT DOMAIN.





	A.	 	Total Taking. If the entire Premises or the Project are taken by eminent domain, this
Lease shall automatically terminate as of the date of taking, and the Rent shall be abated for
the unexpired portion of the Lease effective as of the date of the taking.
	 
	B.	 	Partial Taking. If part of the Premises or the Project is taken by eminent domain,
Landlord shall have the right to terminate this Lease as of a date specified by Landlord by
giving written notice thereof to Tenant within sixty (60) days after the date of taking. If
Landlord does not elect to terminate this Lease, then Landlord shall, at its sole expense,
proceed with reasonable diligence, subject to Force Majeure delays, to rebuild or repair the
Premises (inclusive of Improvements made or paid for by Tenant, the loss of which is covered
by condemnation proceeds received by Landlord, but excluding Tenant’s Personal Property and
Improvements that Tenant is required to remove pursuant to Section 11.F. above), the Building
or other improvements within the Project to as near the condition in which they existed
immediately prior to the date of taking as reasonably possible. If part of the Premises is
rendered untenantable following any taking, then the Rent payable under this Lease shall be
abated in proportion to the areas of the Premises rendered untenantable (as reasonably and
equitably determined by Landlord) effective as of the date of taking.
	 
	C.	 	Condemnation Proceeds. All damages awarded for a taking under the power of eminent
domain shall belong to and be the exclusive property of Landlord whether such damages be
awarded as compensation for diminution in value of the leasehold estate hereby created or to
the fee of the Premises or the Project; provided, however, that Tenant shall be entitled to
maintain an action for a separate award to Tenant for (a) Tenant’s moving and business
relocation expenses, (b) loss of Tenant’s Personal Property, and (c) any other compensable
interest Tenant may have under Minnesota law. If any condemnation proceeds are recoverable by
Landlord on account of any taking affecting the Premises or the Project, then Tenant agrees
that as between this Lease and any Mortgage, the terms of such Mortgage shall govern and be
determinative relative to the payment and disposition of such proceeds.






-17-












 





SECTION
18. DEFAULT AND REMEDIES.





	A.	 	Default by Tenant. Each of the following occurrences shall be deemed an event
of default (“Default”) by Tenant under this Lease:






	 	(1)	 	Tenant has not paid any past due installment of Rent or any other payment
required pursuant to this Lease within five (5) days after Landlord gives written
notice of nonpayment to Tenant, provided, however, that no more than one such
notice shall be required to be given in any calendar year; or
	 
	 	(2)	 	Tenant has not complied with any term, provision or covenant of this Lease,
other than the payment of Rent, and has not cured such noncompliance within ten (10)
days after written notice to Tenant, or such longer period as may be reasonably
required, not to exceed an additional forty-five (45) days, if the nature of cure is
such that it cannot be completed within ten (10) days, so long as Tenant
commenced cure within the initial ten (10) day period and thereafter diligently
pursues cure to completion; or
	 
	 	(3)	 	Tenant files a petition, or an involuntary petition is filed against Tenant
(and is not dismissed within sixty (60) days), or Tenant becomes insolvent under any
applicable federal or state bankruptcy or insolvency law, or Tenant admits that it
cannot meet its financial obligations as they become due, or a receiver or trustee
shall be appointed for all or substantially all of the assets of Tenant (and is not
dismissed within sixty (60) days), or Tenant shall make a transfer in fraud of
creditors or shall make an assignment for the benefit of creditors; or
	 
	 	(4)	 	Tenant does or permits to be done any act which results in a lien being filed
against the Premises or the Project, and such lien is not discharged or bonded over
pursuant to Section 11.H. of this Lease.






	 	 	If a Default under Section 18.A.(3) occurs, nothing contained herein shall be construed to
express or imply that Landlord consents to any assumption and/or assignment of the Lease
by Tenant or the inclusion of this Lease within Tenant’s bankruptcy estate, and Landlord
expressly reserves the right to object to any assumption and/or assignment of the Lease
and to any inclusion of this Lease within Tenant’s bankruptcy estate. Neither Tenant nor
any trustee who may be appointed in such case shall conduct or permit of any “fire”,
“bankruptcy”, “going out of business”, auction sale or other public sale in or from the
Premises.






	B.	 	Landlord’s Remedies for Tenant’s Default. Upon the occurrence of a Default as
defined above, Landlord may, in its sole discretion, elect any one or more of the following
remedies:






	 	(1)	 	to cancel and terminate this Lease by written notice to Tenant; or
	 
	 	(2)	 	whether or not Landlord elects to terminate this Lease, to enter upon and
repossess the Premises with resort to judicial process by unlawful detainer action,
summary proceedings, ejectment, force, or otherwise (provided, however, that if
Tenant has abandoned or voluntarily surrendered possession of the Premises,




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	 	 	 	then Landlord may enter upon and repossess the Premises without resort to judicial process
or notice of any kind), and Landlord may, at Landlord’s option, enter the Premises and
take and hold possession thereof, and may remove all persons and property from the
Premises and such property may be removed and stored in a public warehouse or elsewhere at
the cost and for the account of Tenant, without Landlord becoming liable for any loss or
damage which may be occasioned thereby; or
	 
	 	(3)	 	to cure the Default at any time for the account and at the expense of Tenant, in
which event Tenant shall reimburse Landlord upon demand for any amount
expended by Landlord in connection with the cure, including, without limitation,
reasonable attorneys’ fees and interest; or
	 
	 	(4)	 	to pursue any other remedy at law or in equity that may be available to Landlord.






	 	 	Upon and after repossession, whether or not Landlord has elected to terminate this Lease, Landlord
may, but shall not be obligated to, relet the Premises, or any part thereof, to any one other than
the Tenant, for such time and upon such terms and uses as Landlord may determine in its sole
discretion. Landlord may also make alterations and repairs to the Premises to the extent Landlord
deems reasonably necessary or desirable to relet the Premises. Any rent received shall be applied
against Tenant’s monetary obligations hereunder, but Landlord shall not be responsible or liable
for any failure to collect any rent due upon such reletting.
	 
	 	 	In the event of any such termination or repossession, Tenant shall be liable to Landlord as
follows:






	 	(i)	 	for all reasonable attorneys’ fees and expenses incurred by Landlord in
connection with exercising any remedy hereunder;
	 
	 	(ii)	 	for the unpaid installments of Base Rent, additional rent or other unpaid sums
that were due prior to such termination or reentry, including without limitation, interest
and late payment fees, which sums shall be payable immediately;
	 
	 	(iii)	 	for the installments of Base Rent, additional rent, and other sums falling due
pursuant to the provisions of this Lease for the period after reentry, including without
limitation, late payment charges and interest, which sums shall be payable as they become
due hereunder;
	 
	 	(iv)	 	for all reasonable expenses incurred in releasing the Premises, including
leasing commissions, reasonable attorneys’ fees, and costs of alteration or repairs,
which shall be payable by Tenant as they are incurred by Landlord; and
	 
	 	(v)	 	while the Premises are subject to any new lease or leases made pursuant to
this Section, for the amount by which the monthly installments of rent payable under
such new lease or leases is less than the monthly installment for all charges payable
pursuant to this Lease, which deficiencies shall be payable monthly.






	 	 	At any time after termination or repossession, whether or not Landlord may have collected any
damages pursuant to the foregoing provisions, Landlord shall be entitled to recover




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	 	 	from Tenant, as and for liquidated and agreed upon final damages for loss of bargain due to
Tenant’s Default, and not as a penalty, and in lieu of the amounts which would thereafter
be payable pursuant to the foregoing provisions (but not in diminution of the amounts
payable as provided above before termination), a sum equal to the present value of the
amount by which the then fair rental value of the Premises is less than the Base Rent,
additional rent and other sums or charges which would have been payable by Tenant for the
unexpired portion of the term of this Lease, computed utilizing a discount rate equal to
the ten (10) year U.S. Treasury Bond rate (or equivalent if discontinued). Tenant shall
promptly pay to Landlord on demand the amount of such deficiency and all expenses incident
thereto (including without limitation, commissions, reasonable attorneys’ fees and
expenses, and costs of alterations and repairs). If Landlord, after any such reentry,
leases or relets the Premises, then the rent payable under such new lease shall be
conclusive evidence of the fair rental value of the unexpired portion of the term of this
Lease. If this Lease shall be terminated by reason of bankruptcy or insolvency of Tenant,
Landlord shall be entitled to recover from Tenant or Tenant’s estate, as liquidated damages
for loss of bargain and not as a penalty, the amount determined by the immediately
preceding paragraph.






	C.	 	Additional Remedies, Waivers, Miscellaneous.






	 	(1)	 	The rights and remedies of Landlord set forth herein shall be in addition to
any other right and remedy now and hereafter provided by law. All rights and remedies
shall be cumulative and not exclusive of each other. Landlord may exercise its
rights and remedies at any times, in any order, to any extent, and as often as
Landlord deems advisable without regard to whether the exercise of one right or
remedy precedes, concurs with or succeeds the exercise of another.
	 
	 	(2)	 	A single or partial exercise of a right or remedy shall not preclude a further
exercise thereof, or the exercise of another right or remedy from time to time, and shall not
be construed to relieve Tenant of any of its liabilities and obligations under this
Lease, which shall survive any such election.
	 
	 	(3)	 	No delay or omission by Landlord in exercising a right or remedy shall exhaust
or impair the same or constitute a waiver of, or acquiescence to, a Default.
	 
	 	(4)	 	No waiver of Default shall extend to or affect any other Default or impair any
right or remedy with respect thereto.
	 
	 	(5)	 	No action or inaction by Landlord shall constitute a waiver of Default.
	 
	 	(6)	 	No waiver of a Default shall be effective unless it is in writing and signed by
Landlord.






	D.	 	Default by Landlord. If Landlord fails to timely perform any of its obligations
under this Lease, which failure continues for a period of more than thirty (30) days after receipt of
written notice from Tenant specifying such failure, or if such failure is of a nature that
it cannot be cured within said thirty (30) day period and continues beyond the time
reasonably necessary to cure (and Landlord has not commenced cure within the initial
thirty (30) day cure period and thereafter diligently pursued cure to completion), then
Landlord shall be in default under this Lease.




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SECTION 19. NOTICES. All Rent and other payments required to be made by Tenant
shall be payable to Landlord as provided in Section 1.H. and Section 5 of this Lease, or such
other bank account or address designated by Landlord by written notice to Tenant. All payments
required to be made by Landlord to Tenant shall be payable at the address set forth in Section
1.H., or such other address within the United States as designated by Tenant by written notice to
Landlord. Any notice or document required or permitted to be delivered by the terms of this Lease
shall be deemed to be delivered (whether or not actually received) when (i) deposited in the
United States Mail, postage prepaid, certified mail, return receipt requested, or (ii) deposited
with a reputable national commercial courier for overnight delivery (e.g. Federal Express or
U.P.S.), addressed to the parties at the respective addresses set
forth in Section 1.I. of this
Lease, or such other address as may be designated by written notice to the other party.



SECTION 20. LANDLORD ASSIGNMENT. Landlord shall have the right to sell, convey, transfer,
mortgage, or assign, in whole or in part, for collateral purposes or otherwise, its rights and
obligations under this Lease and in all or part of the Premises and the Project. In the event of
any sale, conveyance, transfer or assignment made other than for collateral purposes, this Lease
shall remain in full force and effect, provided, however, that (i) Landlord shall be released from
any and all liabilities under this Lease first arising after the date of such sale, conveyance,
assignment or transfer, so long as the transferee assumes in writing Landlord’s obligations under
this Lease first arising after the date of transfer, and (ii) upon receipt of written notice from
Landlord, Tenant shall immediately and automatically attorn to the transferee, so long as the
transferee assumes in writing Landlord’s obligations under this Lease first arising after the date
of transfer.



SECTION 21. SUBORDINATION AND ATTORNMENT. This Lease is subject and subordinate to (i) the
lien of any Mortgage which may now or hereafter encumber all or part of the Project, and (ii) all
existing recorded restrictions, covenants, easements and agreements with respect to the Project,
provided, however, that so long as this Lease is in full force and effect and Tenant is not in
default beyond any applicable cure period hereunder, Tenant’s possession of the Premises shall not
be disturbed. In order to confirm such subordination (and/or any other terms set forth in this
Section), Tenant shall, within ten (10) days after written request from Landlord, execute and
deliver to Landlord or any Mortgage holder, any certification, instrument or other document
required by Landlord or such Mortgage holder, in form and content as reasonably required by
Landlord or such Mortgage holder. Tenant acknowledges and agrees that its failure to deliver any
such statement in a timely manner is a Default under this Lease. Notwithstanding anything
contained herein to the contrary, if the holder of any Mortgage elects to have this Lease be prior
to its lien, Tenant agrees that upon receipt of notice of same from Landlord or such Mortgage
holder, this Lease will be prior to such lien.



If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed
in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party
transferee (including without limitation the holder of any such Mortgage) (sometimes called the
“New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter
in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely
affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall be bound to the New
Owner under the terms, covenants and conditions of this Lease for the balance of the term
remaining, including any extensions or renewals, with the same force and effect as if the New Owner
were Landlord under this Lease, (iii) Tenant shall attorn to the New Owner as its Landlord, and
(iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any
applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in




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full force and effect and the New Owner shall not disturb Tenant’s possession of the Premises.
Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its
successors or assigns (whether or not it acquires the interest of Landlord under this Lease by
foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New
Owner shall be liable for any act, omission and/or breach of the Lease by Landlord, or bound by
(a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant
of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease
made subsequent to the granting of the Mortgage by Landlord, (d) the application of insurance or
condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty
loss thereto or a taking thereof, (e) the commencement or completion of any construction or
restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes
which compete with Tenant.



SECTION 22. ESTOPPEL CERTIFICATES. Tenant agrees to furnish, from time to time, within ten
(10) days after receipt of request from Landlord, a written statement certifying, to the extent
applicable, the following: (i) Tenant is in possession of the Premises; (ii) the Premises are
acceptable; (iii) the Lease is in full force and effect and there have been no amendments or
modifications, or if there have been amendments or modifications, stating the amendments or
modifications; (iv) the dates through which the Rent and other charges hereunder have been paid by
Tenant; (v) agreeing that Tenant and Landlord will not thereafter modify this Lease without the
prior consent of the Mortgage holder; (vi) Tenant claims no present charge, lien, or claim or
offset against Rent; (vii) the Rent is not and will not be prepaid for more than one month in
advance; (viii) there is no existing default by reason of some act or omission by Landlord; and
(ix) such other matters as may be reasonably required by Landlord or the Mortgage holder. Tenant
agrees that any such statement may be relied upon by any present owner or prospective purchaser of
the Project and any present or prospective Mortgage holder or assignee of such Mortgage holder.
Tenant acknowledges and agrees that its failure to deliver any such statement in a timely manner
is a Default under this Lease.



SECTION 23. LANDLORD’S LIABILITY. If Landlord shall be in default under this Lease and, if
as a consequence of such default, Tenant shall recover a money judgment against Landlord, such
judgment shall be satisfied only out of the right, title and interest of Landlord in the Project
as the same may then be encumbered and neither Landlord nor any person or entity comprising
Landlord shall be liable for any deficiency. In no event shall Tenant have the right to levy
execution against any property of Landlord nor any person or entity comprising Landlord other than
its interest in the Project as herein expressly provided.



SECTION 24. SECURITY DEPOSIT. The security deposit set forth in Section 1.F. (“Security
Deposit”) shall be paid to Landlord concurrently with Tenant’s execution and delivery of this Lease
to Landlord and shall be held by Landlord for the performance of Tenant’s covenants and obligations
under this Lease, it being expressly understood that the Security Deposit shall not be considered
an advance payment of Rent or a measure of Landlord’s damages in case of default by Tenant. Upon
the occurrence of any Default by Tenant under this Lease, Landlord may, from time to time, in
addition to any other remedy of Landlord, use the Security Deposit to the extent necessary to make
good any arrears of Rent, or to repair any damage or injury, or pay any expense or liability
incurred by Landlord arising from the Default, and any remaining balance of the Security Deposit
shall be returned by Landlord to Tenant upon termination of this Lease. If any portion of the
Security Deposit is so used or applied, Tenant shall, upon ten (10) days written




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notice from Landlord, deposit with Landlord by cash or cashier’s check an amount sufficient to
restore the Security Deposit to its original amount.



SECTION 25. RELOCATION OPTION. In the event Landlord determines to utilize the Premises
for other purposes during the term of this Lease, Tenant agrees to relocate to another space in
the Project designated by Landlord within a reasonable amount of time as designated by Landlord
(but not to exceed sixty (60) days), provided such other space is of equal or larger size than the
Premises. Landlord shall pay all out-of-pocket expenses of any such relocation, including the
expenses of moving and reconstruction of all Tenant furnished and Landlord furnished improvements.
In the event of such relocation, this Lease shall continue in full force and effect without any
change in the terms and conditions of this Lease, except that for all purposes under this Lease,
the new location shall be deemed to be the Premises. Upon written request of Landlord, the parties
shall execute an addendum to this Lease confirming such relocation and description of the new
Premises.



SECTION 26. BROKERAGE. Landlord and Tenant each represents and warrants to the other that
there is no obligation to pay any brokerage fee, commission, finder’s fee or other similar charge
in connection with this Lease, other than a fee due to Jay
O’Brien of Watermark, which is the
responsibility of Landlord. Each party covenants that it will defend, indemnify and hold harmless
the other party from and against any loss or liability by reason of brokerage or similar services
alleged to have been rendered to, at the instance of, or agreed upon by said indemnifying party.
Notwithstanding anything herein to the contrary, Landlord and Tenant agree that there shall be no
brokerage fee or commission due on expansions, options or renewals by Tenant.




SECTION 27. MISCELLANEOUS.





	A.	 	Limitation of Warranties. LANDLORD AND TENANT EXPRESSLY AGREE THAT
EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, THERE ARE AND SHALL BE
NO IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE,
AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY
SET FORTH IN THIS LEASE.
	 
	B.	 	Landlord’s Management Agent. Landlord hereby notifies Tenant that CSM Corporation, a
Minnesota corporation, has been appointed to act as the agent in the management and
operation of the Project for Landlord and is authorized to accept service of process and
receive or give receipts for notices and demands on behalf of Landlord. Landlord reserves
the right to change the identity and status of its duly authorized agent upon written
notice
to Tenant.
	 
	C.	 	Tenant’s Authority. Tenant does hereby represent and warrant that (i) Tenant is a
duly organized and validly existing corporation under the laws of the State of Massachusetts,
(ii) Tenant is qualified to do business in the state in which the Premises are located,
(iii) the corporation has full right and authority to enter into this Lease, and (iv) each person
signing on behalf of the corporation is authorized to do so.
	 
	D.	 	Successors and Assigns. This Lease shall be binding upon and inure to the benefit
of Landlord and its heirs, personal representatives, successors and assigns, and Tenant and
its heirs, personal representatives and permitted successors and assigns.




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	E.	 	Severability. If any provision of this Lease or the application thereof to any
person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Lease
and the application of such provisions to other persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.
	 
	F.	 	Counterparts. This Lease may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, but
together shall constitute one and the same instrument.
	 
	G.	 	Force Majeure. The time within which Landlord shall be required to perform any
covenant or obligation in this Lease shall be extended, without liability to Tenant, if the
performance or non-performance of the covenant or obligation is delayed, caused or prevented by an
act of Force Majeure or by Tenant, provided, however, that Landlord gives reasonable
notice to Tenant of the Force Majeure occurrence causing such delay or non-performance.
For purposes of this Lease, “Force Majeure” shall mean any of the following occurrences:
act of God; fire; earthquake; flood; explosion; actions or the elements of war; invasion;
insurrection; outbreaks of disease; riot; mob violence; sabotage; inability to procure
equipment, facilities, materials or supplies in the open market; failure of power; failure
of transportation; strikes; lockouts; actions of labor unions; condemnation; requisition; laws;
orders of governments or civil or military authorities; or any other cause, whether similar
or dissimilar to the foregoing, not within the reasonable control of Landlord.
	 
	H.	 	Submission of Lease. Submission of this Lease to Tenant for signature does not
constitute a reservation of space or an option to lease. This Lease is not effective until
execution by and delivery to both Landlord and Tenant.
	 
	I.	 	Interest and Attorney’s Fees. Without limiting and in addition to any other remedy
available to either party hereunder, the prevailing party in any action between the parties
commenced to enforce the rights and obligations under this Lease shall be entitled to be
awarded costs of collection of any past due sums due and owning, including without
limitation, court costs and reasonable attorney’s fees and expenses. In addition to any other
remedy of Landlord hereunder, Tenant agrees to pay Landlord (i) accrued interest on any sum
not timely paid to Landlord when due at the rate of the lesser of fifteen percent (15%) per
annum or the highest rate permitted by law and (ii) any late charges set forth in Section 5
of this Lease.
	 
	J.	 	Headings. The section headings appearing in this Lease are inserted only as a matter
of convenience and in no way define, limit, construe or describe the scope or intent of any
Section.
	 
	K.	 	Amendment. This Lease may not be altered, waived, amended, or extended except by an
instrument in writing signed by Landlord and Tenant.
	 
	L.	 	Entire Agreement. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter set forth herein, and supersedes and replaces all other
agreements or understandings of the parties, whether oral or written.




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	M.	 	Construction.THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY AND THEIR RESPECTIVE COUNSEL
HAVE REVIEWED AND REVISED, OR HAVE HAD THE OPPORTUNITY TO REVIEW AND REVISE, THIS AGREEMENT
AND THAT THE NORMAL RULE OF CONSTRUCTION TO THE EFFECT THAT AMBIGUITIES ARE TO BE RESOLVED
AGAINST THE DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS LEASE OR ANY
EXHIBITS, ADDENDUMS OR AMENDMENTS HERETO.




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




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD	 	 	 	TENANT	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CSM FAMILY HOLDINGS, L.L.C.	 	 	 	CSAV, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BY:

	 	 	 	/s/ David Carland
	 	 	 	BY:
	 	 	 	/s/ Scott Gill	 	 
	 	 	 	 	 	 	 	 	 	 
	Print

	 	Name
	 	David Carland
	 	 	 	Print
	 	Name
	 	SCOTT GILL	 	 
	Print

	 	Title:
	 	Senior Vice President
	 	 	 	Print
	 	Title:
	 	PRES & CEO	 	 






359552 — LEASING/PROPERYMGMT— CSAV, INC. — OLD SHAKOPEE ROAD — LEASE AGREEME





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