LEASE WELSH FINGERHUT MN, LLC as Landlord, and FINGERHUT DIRECT MARKETING, INC. as Tenant

Exhibit 10.31

LEASE

WELSH FINGERHUT MN, LLC

as Landlord,

and

FINGERHUT DIRECT MARKETING, INC.

as Tenant

Table of Contents

		Page
ARTICLE I: BASIC TERMS			1
1.1 Reference Subjects			1
ARTICLE II: LEASE OF PREMISES			3
2.1 Premises			3
2.2 Term			3
2.3 Extension of Term			3
2.3 Extension of Term			5
ARTICLE III: DELIVERY OF PREMISES			6
3.1 Delivery of Premises			6
3.2 Existing Conditions			6
3.3 Initial Improvements and Roof Improvements			6
ARTICLE IV: RENT			6
4.1 Annual Fixed Rent			6
4.2 Method of Payment			6
ARTICLE V: ADDITIONAL RENT			7
5.1 Additional Rent			7
5.2 Real Estate Taxes			7
5.3 Utilities			8
5.4 Personal Property Taxes			8
5.5 Net Lease			9
5.6 True Lease			10
ARTICLE VI: MAINTENANCE, USE, AND ALTERATIONS OF PREMISES			10
6.1 Landlord’s Repair and Maintenance Obligations			10
6.2 Tenant’s Repair and Maintenance Obligations			11
6.3 Use and Compliance with Law			11
6.4 Hazardous Substances			12
6.5 Landlord’s Right to Enter			13
6.6 Alterations, Additions, and Improvements			14
6.7 Liens and Encumbrances			15
6.8 Condition upon Termination			15
6.9 Tenant’s Expense			16
ARTICLE VII: INSURANCE AND WAIVER OF SUBROGATION			16
7.1 Landlord’s Insurance Obligations			16
7.2 Tenant’s Insurance Coverage			17
7.2- Waiver of Subrogation			19
ARTICLE VIII: ASSIGNMENT AND SUBLETTING			20
8.1 Landlord’s Consent Required			20
8.2 Conditions to Landlord’s Consent			20
8.3 Conditions to Landlord’s Consent			21
ARTICLE IX: DEFAULT AND REMEDIES			21
9.1 Events of Default			21
9.2 Remedies for Default			22
9.3 Remedies Cumulative			23

		Page
9.4 Effect of Waivers of Default			24
9.5 No Accord and Satisfaction; No Surrender			24
9.6 Waiver of Jury			24
9.7 Landlord’s Curing and Enforcement			24
9.5 No Accord and Satisfaction: No Surrender			25
ARTICLE X: CASUALTY AND CONDEMNATION			25
10.1 Fire or Casualty			25
10.2 Waiver of Claim — Indemnification			27
10.3 Nonwaiver			27
10.4 Condemnation			27
ARTICLE XI: PROTECTION OF LENDERS			28
11.1 Subordination and Superiority of Lease			28
ARTICLE XII: MISCELLANEOUS			28
12.1 Notice from One Party to the Other			28
12.2 Quiet Enjoyment			30
12.3 Limitation of Landlord’s Liability			30
12.4 Applicable Law and Construction			30
12.5 Successors and Assigns			31
12.6 Relationship of the Parties			31
12.7 Estoppel Certificate			31
12.8 Notice of Lease			31
12.9 Legal Proceedings			32
12.10 Holding Over			32
12.11 Interpretation			32
12.12 Waivers			33
12.13 Force Majeure			33
12.14 Brokers			33
ARTICLE XIII: ADDITIONAL PROVISIONS			33
13.1 Option to Terminate			33
13.2 Signage			34
13.3 Rooftop Equipment			35
13.4 Parking			37
13.5 Equipment			37
13.6 Conditions Precedent			38

ARTICLE I: BASIC TERMS

     1.1 Reference Subjects. The following terms used in this Lease shall have the meanings set forth below.

Date of Lease:		February 1, 2009
Landlord:		Welsh Fingerhut MN, LLC, a Delaware limited liability company
Tenant:		Fingerhut Direct Marketing, Inc., a Delaware corporation
Premises:		The land commonly known as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and legally described on Exhibit A, together with all buildings (collectively, the “Building”), collectively containing approximately 1,201,286 rentable square feet, all parking lots, loading areas and all other improvements on the land.
Commencement Date:		February 1, 2009
Expiration Date:		January 31, 2024, or if extended by the Renewal Option(s) described below, January 31, 2029 or January 31, 2034.
Renewal Option:		Two (2) options to extend the Term of this Lease for five (5) years each pursuant to Section 2.3 hereof.
Permitted Uses:		Warehouse and light manufacturing uses, together with general office uses ancillary thereto.

Annual Fixed Rent:		Period Payment				Annual Amount Monthly
			2/1/09 — 1/31/10			$	2,642,829.20			$	220,235.77
			2/1/10 — 1/31/11			$	2,708,899.93			$	225,741.66
			2/1/11 — 1/31/12			$	2,776,622.43			$	231,385.20
			2/1/12 — 1/31/13			$	2,846,037.99			$	237,169.83
			2/1/13 — 1/31/14			$	2,917,188.94			$	243,099.08
			2/1/14 — 1/31/15			$	2,990,118.66			$	249,176.56
			2/1/15 — 1/31/16			$	3,064,871.63			$	255,405.97
			2/1/16 — 1/31/17			$	3,141,493.43			$	261,791.12
			2/1/17 — 1/31/18			$	3,220,030.75			$	268,335.90
			2/1/18 — 1/31/19			$	3,300,531.52			$	275,044.29
			2/1/19 — 1/31/20			$	3,383,044.81			$	281,920.40
			2/1/20 — 1/31/21			$	3,467,620.93			$	288,968.41
			2/1/21 — 1/31/22			$	3,554,311.46			$	296,192.62
			2/1/22 — 1/31/23			$	3,643,169.24			$	303,597.44
			2/1/23 — 1/31/24			$	3,734,248.47			$	311,187.37

See Section 2.3 for Annual Fixed Rent during the Renewal Option.

Additional Rent:		See Article V.
Exhibits:		A: Legal Description
		B: Work Letter
		B-1: Initial Improvements
		C: Equipment List

ARTICLE 11: LEASE OF PREMISES

     2.1 Premises. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord for the Term, subject to and with the benefit of the terms, covenants and conditions of this Lease, and of rights, agreements, easements and restrictions of record applicable to the Premises, all of which Tenant shall perform and observe insofar as the same are applicable to the Premises.

     2.2 Term. The term of this Lease shall begin on the Commencement Date and the initial term shall be for a period of fifteen (15) years thereafter (the “Initial Term”) and if one or both of the Extension Options described in Section 2.3 below are timely and properly exercised by Tenant, the term of this Lease shall be extended for one or two periods of five (5) years each, as applicable (each an “Extension Term,” and, as applicable, together with the Initial Term, the “Term”).

     2.3 Extension of Term. Provided that no Event of Default exists at the time of exercise, Tenant may extend the Term of this Lease (the “Extension Option”) for the entire Premises for up to two (2) consecutive periods (each, an “Extension Period”) of five (5) years each. Tenant must make each such election by written notice to Landlord at least twelve (12), but no more than twenty four (24), full calendar months prior to the end of the Term (as may have been extended), failing which the Extension Option shall be deemed null and void and of no further force and effect. Each extension of the Term will be on the same terms, covenants and conditions as in this Lease, other than Annual Fixed Rent. Annual Fixed Rent for the first year of each Extension Period will be equal to ninety-five percent (95%) of the then Prevailing Market Rate (as hereinafter defined) per rentable square foot for the Premises. Annual Fixed Rent during the Extension Period shall increase annually, in accordance with the increases assumed in the determination of Prevailing Market Rate. Annual Fixed Rent attributable to the Premises shall be payable in monthly installments in accordance with the terms and conditions of Article IV of this Lease. If Tenant timely and properly exercises an Extension Option, Landlord, within the later of thirty (30) days of such election and the sixteenth (16^th) full calendar month prior to the end of the Term (as may have been extended), shall provide Tenant written notice of its determination of the Annual Fixed Rent for the applicable Extension Period. Tenant, within twenty (20) days after the date on which Landlord advises Tenant of the applicable Annual Fixed Rent for the Extension Period, shall either (i) give Landlord fmal written notice (“Binding Notice”) of Tenant’s exercise of its Extension Option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such twenty (20) day period, Tenant will be deemed to have rejected Landlord’s determination of Annual Fixed Rent for the Extension Period. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into an amendment to this Lease setting forth the modified Annual Fixed Rent, the applicable Expiration Date and other applicable terms for the applicable Extension Period. If Tenant provides Landlord with a Rejection Notice, or is deemed to have rejected Landlord’s determination, Landlord and Tenant

shall work together in good faith to agree upon the Prevailing Market Rate for the Premises during the Extension Period; provided, however, that if Landlord and Tenant fail to agree within thirty (30) days of the date of the Rejection Notice or deemed rejection, Landlord and Tenant shall determine the Prevailing Market Rate and accordingly the Annual Fixed Rent for the applicable Extension Period in accordance with Section 2.4 below. If Tenant gives Landlord a Binding Notice either initially or promptly upon agreement of the applicable Prevailing Market Rate, Landlord and Tenant shall enter into the amendment to this Lease setting forth the modified Annual Fixed Rent, the applicable Extension Date and other applicable terms. Upon agreement of Landlord and Tenant to the terms of an Extension, Landlord may, at its option, require Tenant to increase the amount of its business interruption insurance required in Section 7.2(f), but not earlier than six (6) months prior to beginning of the first Extension Period or second Extension Period, as applicable, only to the extent reasonable and customary for institutional owners and operators of facilities similar to the Premises in cities in the States of Minnesota, Wisconsin, Illinois and Iowa which compare in size, demographics and amount of infrastructure to the City of St. Cloud, Minnesota (the “Comparable Market”), and by no more than twenty-five percent (25%) of the amount required in Section 7.2(f) (as may have been previously increased in connection with the exercise of an Extension Option). Notwithstanding the foregoing, if (a) Tenant timely and properly exercises its Extension Option at least eighteen (18) months prior to the expiration of the Term (as may have been extended), (ii) Tenant provides Landlord with a Rejection Notice or is deemed to have rejected Landlord’s determination, and (iii) Landlord and Tenant fail to agree upon the Prevailing Market Rate after working in good faith for thirty (30) days after the date of the Rejection Notice or deemed rejection, then, in lieu of the procedure set forth in Section 2.4 below, Tenant may elect to rescind its exercise of the Extension Option by written notice (a “Rescission Notice”) given to Landlord within three (3) business days after the expiration of such 30-day period; it being agreed that if Tenant fails to timely and properly provide the Rescission Notice, Tenant must proceed with the procedure set forth in Section 2.4 below. It is further understood and agreed that Tenant shall not be afforded the foregoing rescission right if Tenant exercises the Extension Option subsequent to the date falling eighteen (18) months prior to the expiration of the Term (as may have been extended). Time is of the essence with respect to this Section 2.3 and Section 2.4 hereof. For purposes of this Extension Option, “Prevailing Market Rate” shall mean the arms length fair market annual rental rate per rentable square foot under new and renewal leases entered into on or about the date on which the Prevailing Market Rate is being determined hereunder for tenants comparable to Tenant leasing space comparable to the Premises in buildings comparable to the Building in the Comparable Market. The determination of Prevailing Market Rate shall take into account any material economic differences between the terms of this Lease and any such comparison lease, including rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market Rate shall also take into consideration any reasonably anticipated changes in the Prevailing Market Rate from the time such Prevailing Market Rate is being determined

and the time such Prevailing Market Rate will become effective under this Lease. The extension rights granted under this Section 2.3 are personal to Tenant and may not be assigned or transferred in any manner, unless otherwise specifically approved by Landlord, except with respect to a transfer to a Tenant Affiliate (defined in Section 8.1 below).

     2.4 Resolution of Disagreement over Prevailing Market Rate. If the parties are unable to agree upon the Prevailing Market Rate within thirty (30) days after Tenant provides, or is deemed to have provided, a Rejection Notice, then, except in the event Tenant timely and properly rescinds its exercise of the Extension Option by the timely delivery of a Rescission Notice as provided in Section 2.3 above, the Prevailing Market Rate will be determined by appraisal, made by a board of appraisers consisting of three reputable real estate appraisers (each an “Expert”), each of whom has been actively involved in commercial real estate in the St. Cloud, Minnesota area no less than ten years prior to appointment. In addition, each such Expert shall have been active over the five (5) year period ending on the date of such appointment in the appraisal of comparable commercial properties in the Comparable Market Area. One Expert will be appointed by Tenant, and one Expert will be appointed by Landlord. Both Landlord and Tenant shall appoint their Expert within fifteen (15) days after the failure of Landlord and Tenant to agree on the Prevailing Market Rate. The third Expert will be appointed by the first two Experts. If the first two Experts are unable to agree on a third Expert within ten (10) days after the appointment of the second Expert, or if either party refuses or neglects to appoint an Expert as herein provided within fifteen (15) days after the appointment of the first Expert, then the third Expert or the second Expert, whose appointment was not made as provided above, may be appointed by any active judge of the Hennepin County District Court. If determinations of at least two of the Experts are identical in amount, that amount will be determined to be the Prevailing Market Rate. If the determinations of all three Experts are different in amount, the highest appraised value will be averaged with the middle value (that average being referred to as “Sum A”). The lowest appraised value will be averaged with the middle value (that average being referred to as “Sum B”), and the Prevailing Market Rate will be determined as follows: (i) if neither Sum A nor Sum B differs from the middle appraised value by more than 10% of the middle appraised value, then the Prevailing Market Rate will be the average of the three appraisals, (ii) if either Sum A or Sum B (but not both) differs from the middle appraised value by more than 10% of the middle appraised value, then the Prevailing Market Rate will be the average of the middle appraised value and the appraised value closer in amount to the middle appraised value, and (iii) if both Sum A and Sum B differ from the middle appraised value by more than 10% of the middle appraised value, then the Prevailing Market Rate will be equal to the middle appraised value. Written notice of the Prevailing Market Rate as duly determined in accordance with this Section shall be promptly given to Landlord and Tenant and will be binding and conclusive on them. Each party will bear its own expenses in connection with the board proceeding, except that the fees of the Experts will be borne equally. If, for any reason, the Prevailing Market Rate has not been determined at the time of the commencement of the Extension Tenn, then the Prevailing Market Rate will be the amount set forth in Landlord’s

determination, and if the determination of the Experts as provided above indicates that a lesser or greater amount should have been paid than that which was actually paid, a proper adjustment will be made in a payment from Landlord to Tenant, or Tenant to Landlord, as the case may be, such payment to be made within thirty (30) days of the determination of the Prevailing Market Rate.

ARTICLE III: DELIVERY OF PREMISES

     3.1 Delivery of Premises. The Premises are demised and leased subject to the Title Documents (defined in 5.5 below) as of the Commencement Date.

     3.2 Existing Conditions. Tenant acknowledges that Tenant or its affiliates occupied the Premises prior to the Commencement Date and that Tenant has inspected the Premises and accepts the same in their condition on the Commencement Date, it being expressly agreed that, except as expressly stated herein, neither Landlord nor any person acting under Landlord has made or implied any representations or warranties concerning the Premises, or their condition or suitability for Tenant’s use. To the extent permitted by applicable law, Tenant waives any right or remedy otherwise accruing to Tenant on account of the condition or suitability of the Premises, or title to the Premises (subject to the provisions of Section 12.2 of this Lease), and Tenant agrees that it takes the Premises “as-is,” with all faults and without any such representation or warranty, including any implied warranties.

     3.3 Initial Improvements and Roof Improvements. Tenant, at Tenant’s sole cost and expense subject to the Initial Allowance and Roof Allowance (as defined in Exhibit B), shall construct or cause to be constructed certain improvements set forth in Exhibit B-1 attached hereto and made a part hereof (the “Initial Improvements”) in the Premises and certain improvements to the roof of the Building (the “Roof Improvements”), all in accordance with the Work Letter attached hereto as Exhibit B and made a part hereof.

ARTICLE IV: RENT

     4.1 Annual Fixed Rent. Commencing on the Commencement Date and on the first day of each subsequent calendar month during the Term, Tenant shall pay to Landlord the monthly installments of the Annual Fixed Rent set forth in Article I in lawful money of the United States, in advance and, except as otherwise specifically provided in this Lease, without offset, deduction, or prior demand.

     4.2 Method of Payment. Tenant agrees to pay the Annual Fixed Rent to Landlord in advance in equal monthly installments by the first day of each calendar month during the Term. Tenant shall make a ratable payment of Annual Fixed Rent and Additional Rent (as defined below) (to the extent applicable) for any period of less than a month at the beginning or end of the Term. All payments of Annual Fixed Rent, and all payments of Additional Rent and other sums due and payable to Landlord, shall be paid

to Landlord by electronic fund transfer or check to an account designated by Landlord or such other place as Landlord may from time to time direct, without demand, set-off or other deduction except as may be expressly provided in this Lease. If any payment of Annual Fixed Rent is not paid on or before the fifteenth (15th) day after the same is due hereunder, Tenant shall pay Landlord an administration fee equal to ten percent (10%) of all past due installments of Annual Fixed Rent. In addition, past due installments of Annual Fixed Rent shall accrue interest at twelve percent (12%) per annum from the date such payment was due until such payment is received by Landlord. Landlord’s acceptance of less than the correct amount of Annual Fixed Rent shall be considered a payment on account of the earliest Annual Fixed Rent due. Tenant’s covenant to pay Annual Fixed Rent and Additional Rent is independent of every other covenant in this Lease, but such covenant shall in no way limit any express rights of abatement or offset provided in this Lease in Sections 5.3, 9.8, 10.1 and 10.4.

ARTICLE V: ADDITIONAL RENT

     5.1 Additional Rent. All sums payable by Tenant under this Lease other than Annual Fixed Rent shall be deemed “Additional Rent.” The term “rent” shall mean Annual Fixed Rent and Additional Rent. Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the next monthly installment of Annual Fixed Rent.

     5.2 Real Estate Taxes. Tenant covenants and agrees to pay when due, directly to the relevant taxing authority, as Additional Rent, all Taxes.

     “Taxes” shall mean all taxes, assessments, betterments, excises, user fees and all other governmental charges and fees of any kind or nature, or impositions or agreed payments in lieu thereof or voluntary payments made in connection with the provision of governmental services or improvements of benefit to the Premises (including any special assessments, so-called linkage, impact or voluntary betterment payments), and all penalties and interest thereon (if due to Tenant’s failure to make timely payments on account of Taxes), assessed or imposed against the Premises (including without limitation any personal property taxes levied on such property or on fixtures or equipment used in connection therewith), or upon Landlord by virtue of its ownership thereof, other than the following: federal or state income tax, any inheritance, estate, succession, transfer, gift, franchise, or capital stock tax imposed on Landlord during the Term. If during the Term the present system of ad valorem taxation of property shall be changed so that, in lieu of or in addition to the whole or any part of such ad valorem tax, there shall be assessed, levied or imposed on such property or Premises or on Landlord any kind or nature of federal, state, county, municipal or other governmental capital levy, income, sales, franchise, excise or similar tax, assessment, levy, charge or fee (as distinct from the federal and state income tax in effect on the Commencement Date) measured by or based in whole or in part upon Building valuation, rents or any other incidents, benefits or measures of real property or real property operations and imposed on owners of real estate generally, then any and all of such taxes, assessments, levies, charges and

fees shall be included within the term Taxes, but only to the extent the same are applicable to the Premises. In the event that any Taxes, including special assessments, are applicable to other real property and/or improvements of Landlord together with the real property and/or improvements associated with the Premises, such Taxes shall be equitably prorated by Landlord as Additional Rent with respect to the portion attributable to the Premises.

     Tenant may seek a reduction in the assessed valuation (for tax purposes) of the Premises provided the same is done by and at Tenant’s sole cost and expense and with Landlord’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. Landlord agrees that it shall cooperate in good faith with Tenant’s reasonable requests in connection with any such proceeding. Tenant may defer payment of any contested Taxes; provided that Tenant’s deferral is in compliance with applicable law permitting such deferral and such deferral does not and will not permit or cause the filing of any lien against the Premises. Tenant shall be entitled to all refunds associated with Tenant’s successful prosecution of any such proceeding. If required by applicable law, Landlord shall join in any proceeding referred to in this paragraph; provided, however, Tenant shall indemnify and save Landlord harmless from any costs and expenses associated with such proceedings.

     If Landlord shall receive a refund of any Taxes paid by Tenant, Landlord shall reimburse Tenant the amount of said refund after deducting therefrom the actual reasonable out-of-pocket costs and expenses incurred by Landlord in connection therewith.

     5.3 Utilities. Tenant shall pay, directly to the appropriate provider thereof, all charges and deposits for gas, water, sewer, electricity, telecommunications, and other energy, utilities and services used or consumed on the Premises during the Term. It is understood and agreed that Landlord (i) shall be under no obligation whatsoever to furnish any such services to the Premises and (ii) shall not be liable for (nor suffer any reduction in any rent on account of) any interruption or failure in the supply of the same (such interruption or failure, a “Service Failure”). However, if the Premises, or a material portion of the Premises, is made untenantable for a period in excess of three (3) consecutive business days as a result of a Service Failure, then Tenant, as its sole remedy, and only to the extent that the same is covered by Landlord’s rent loss insurance, shall be entitled to receive an abatement of Annual Fixed Rent and Additional Rent payable hereunder during the period^-beginning on the fourth (4^th) consecutive business day of the Service Failure and ending on the date the service has been restored. If the entire Premises has not been rendered untenantable by the Service Failure, the amount of abatement that Tenant is entitled to receive shall be prorated based upon the percentage of the Premises rendered untenantable and not used by Tenant.

     5.4 Personal Property Taxes. Tenant shall pay when due, directly to the relevant taxing authority, all taxes charged against trade fixtures, furnishings, equipment, inventory, or any other personal property belonging to Tenant. Tenant shall use its best

reasonable efforts to have its personal property taxed separately from the Premises. If any of Tenant’s personal property shall be taxed with the Premises and Landlord shall receive a ▇▇▇▇ for such tax, Tenant shall pay Landlord the taxes for such personal property within ten (10) days after Tenant receives a written statement from Landlord and a copy of Landlord’s ▇▇▇▇ for such personal property taxes. Tenant shall have the right, in its sole discretion but upon at least thirty (30) days prior written notice to Landlord, to contest any tax charged against its trade fixtures, furnishings, equipment, inventory or any other personal property; provided, however, Tenant shall take all necessary steps to insure that no lien or other claim is filed against the Premises as a result of or in connection with such contest.

     5.5 Net Lease. This Lease is an absolutely triple net lease to Landlord except as may expressly be provided herein. It is the intent of the parties hereto that the Annual Fixed Rent payable under this Lease shall be an absolutely net return to Landlord and that Tenant shall pay all costs and expenses relating to the Premises except as otherwise expressly set forth in this Lease. Without limiting the generality of the preceding sentence, Tenant shall at its sole cost and expense (which expense shall be deemed Additional Rent hereunder) be responsible for payment of all Taxes, all electricity, telecommunication service, gas, water, sewer, telecommunications, refuse disposal, and other charges for utilities and services supplied to the Premises, insurance costs (including the cost of insurance maintained by Landlord), amounts due under any Title Document, other than any mortgage or other lien granted by Landlord with respect to the Premises, and all costs of cleaning, maintaining and repairing the Premises in accordance with the terms of this Lease (excluding, however the initial Allowance and the Roof Allowance payments in connection with the Initial Improvements and Roof Improvements in accordance with the terms and conditions of the Work Letter). Any amount or obligation herein relating to the Premises that is not expressly declared to be that of Landlord shall be deemed to be an obligation of Tenant to be performed by Tenant at Tenant’s expense and Tenant shall indemnify Landlord against, and hold Landlord harmless from the same. Tenant shall have no obligation to pay Landlord for any of Landlord’s internal costs, including without limitation, bookkeeping, accounting and legal fees. Except as otherwise expressly set forth in this Lease, Annual Fixed Rent, Additional Rent, and all other sums payable hereunder by Tenant, shall be paid without notice or demand, and without set off, counterclaim, recoupment, abatement, suspension, deduction, or defense. (other than payment) whatsoever, so that this Lease shall yield net to Landlord the Annual Fixed Rent under all circumstances and conditions whether now or hereinafter existing and whether or not within the contemplation of the parties. Except as otherwise expressly set forth in this Lease and except with respect to certain events of casualty or condemnation as set forth in Article X hereof, Tenant shall in no event have any right to terminate this Lease. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, that the Annual Fixed Rent, the Additional Rent, and all other sums payable by Tenant hereunder shall continue to be payable in all events, and that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated, abated or subject to the right of offset pursuant to an

express provision of this Lease. As used herein, the term “Title Documents” means any and all easements, covenants, conditions, restrictions, industrial park association agreements, and other agreements, encumbrances, and restrictions of record affecting all or part of the Premises (i) described in that certain Chicago Title Insurance Company ALTA 1992 Owner’s Form Title Policy, File Number 100617134, effective date June 20, 2006, insuring Landlord (the “Title Policy”), a copy of which Title Policy was provided to Tenant, (ii) existing as of the date of this Lease but not described in the Title Policy, and (iii) hereafter created which do not materially increase Tenant’s obligations under this Lease or materially reduce Tenant’s rights with respect to the Premises, which include, without limitation, mortgages and related liens subject to the provisions of Article 11 below. Landlord represents and warrants that it has not granted any Title Documents currently encumbering the Premises that are not set forth in the Title Policy. Further, to Landlord’s knowledge (as hereinafter defined), them are no Title Documents currently encumbering the Premises and not set forth in the Title Policy except as follows: (i) Assignment and Assumption dated June 15, 2006, between FAC Acquisition, LLC and Welshinvest Acquisitions, LLC, recorded July 21, 2006, with the Office of the County Recorder, ▇▇▇▇▇▇▇ County, Minnesota, as Document No. 1200899; (ii) Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing and Assignment of Assignment of Leases and Rents dated effective September 28, 2006, between JPMorgan Chase Bank, N.A., and LaSalle Bank National Association, as Trustee, recorded April 10, 2007, with the Office of the County Recorder, Steams County, Minnesota, as Document No. 1224179; and (iii) UCC Financing Statement Amendment recorded April 10, 2007, with the Office of the County Recorder, Steams County, Minnesota, as Document No. 1224180. For purposes of this Lease, “Landlord’s knowledge” means the present actual knowledge of ▇▇▇▇▇ ▇▇▇▇, the Asset Manager of Landlord, without any duty of investigation or inquiry.

     5.6 True Lease. Landlord and Tenant agree that the parties intend this Lease to constitute a lease and not a financing arrangement. Each party shall reflect the transaction represented hereby in all applicable books, records and reports (including income tax filings) in a manner consistent with “true lease” treatment rather than “financing” treatment, subject to future modifications of accounting or tax rules or guidelines and subject to contrary determinations or positions by governmental agencies or the like.

ARTICLE VI: MAINTENANCE, USE, AND ALTERATIONS OF PREMISES

     6.1 Landlord’s Repair Obligations. Except as set forth in Section 10.1, Landlord shall have no obligation to repair or maintain the Building or Premises. Tenant shall be solely responsible, for the cost of (a) any repair or capital replacement of any building system or component, including any such repairs or replacements arising from the acts or omissions of Tenant, its employees, agents, contractors, or invitees or from a failure by Tenant to perform its maintenance and repair obligations under this Lease, and (b) any Alterations (defined in Section 6.6 below), additions, improvements, repairs, or replacements that are performed by or on behalf of Tenant.

     6.2 Tenant’s Repair and Maintenance Obligations. Except for Landlord’s express obligations under Section 10.1 and subject to the provisions of Section 7.3 below, except for any damage to the Premises resulting from the willful misconduct of Landlord, its employees or agents, Tenant shall clean, maintain, repair and secure the Premises, all improvements and appurtenances thereto, all access areas thereof, and all facilities, installations and equipment used in connection therewith, and shall pay all costs and expenses of so doing, keeping the Premises in good order, repair and condition, reasonable wear and tear, and damage by casualty and taking (to the extent provided in Article X only) excepted, and consistent with other prudent owners of buildings similar to the Premises. Without limiting the generality of the foregoing, Tenant shall keep the foundation of the Building, all exterior walls, structural walls, the roof of the Building, all interior walls, floor surfaces and coverings, glass, windows, doors, and partitions, all fixtures and equipment, all interior utilities, pipes and drains and other installations used in connection with the Premises in such good order, repair and condition, shall provide all cleaning, painting and floor covering to the Premises, and shall remove all refuse from and provide its own janitorial services for the Premises. Tenant shall keep in good order, condition and repair all Building systems (including the heating, ventilation, air conditioning, plumbing, electrical, utility, and safety systems). Tenant’s maintenance obligations shall also include, without limitation, gardening and landscaping; snow removal; rental or lease payments paid by Tenant for rented or leased personal property used in the operation or maintenance of the Premises; fees for required licenses and permits required by Tenant; sweeping and striping of pavement; general maintenance; painting; lighting; and similar items. If any portion of the Premises or any system or equipment in the Premises that Tenant shall be obligated to repair cannot be fully repaired or restored, Tenant shall promptly replace such portion of the Premises or system or equipment.

     6.3 Use and Compliance with Law. Tenant shall use the Premises only for the Permitted Uses and only as permitted under federal, state, and local laws, regulations and orders applicable from time to time, including without limitation municipal by-laws, land use and zoning laws, environmental laws and regulations (including all laws and regulations regulating the production, use, and disposal of any pollutant or toxic or hazardous material), and occupational health and safety laws. Tenant shall procure all approvals, licenses and permits necessary therefor, in each case giving Landlord true and complete copies of the same and all applications therefor. Tenant shall not alter or convert the use of the. Premises from the Permitted Use without Landlord’s prior written consent, which consent will not be ^-unreasonably withheld, conditioned or delayed. Tenant shall promptly comply with all present and future laws applicable to Tenant’s use of the Premises (including without limitation, any modifications or accommodations required by the Americans With Disabilities Act and/or life safety regulations), foreseen or unforeseen, and whether or not the same necessitate structural or other extraordinary changes or improvements to the Premises (which modifications, accommodation, changes or improvements, if any, if made by Tenant, shall be deemed to be, and shall be made in compliance with the applicable requirements for, Alterations as set forth in Section 6.6 below), or interfere with Tenant’s use and enjoyment of the Premises, and

shall keep the Premises equipped with adequate safety appliances and comply with all requirements arising from the use Tenant is making of the Premises of insurance inspection or rating bureaus having jurisdiction. Tenant shall, in any event, indemnify and save Landlord harmless from all loss, claim, damage, cost or expense (including reasonable attorneys’ fees) on account of Tenant’s failure so to comply with the obligations of this Section (paying the same to Landlord upon demand as Additional Rent). Tenant shall bear the sole risk of all present or future laws affecting the Premises or appurtenances thereto, and Landlord shall not be liable for (nor suffer any reduction in any rent on account of) any interruption, impairment or prohibition affecting the Premises or Tenant’s use thereof resulting from the enforcement of laws. Without limiting anything herein, the Permitted Use shall exclude any use that would cause the Premises to be deemed a “place of public accommodation” under the Americans with Disabilities Act.

     6.4 Hazardous Substances. Tenant shall at all times comply with applicable local, state and federal laws, ordinances, rules and regulations relating to Hazardous Substances. “Hazardous Substances” means (1) any oil, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, materials or pollutants; (2) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyl, or radon gas; (3) any chemical, materials or substance defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” or “toxic substances,” or words of similar import under any applicable local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto; (4) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any governmental authority or may or could pose a hazard to the health and safety of the occupants of the Premises or the owners and/or occupants of property adjacent to or surrounding the Premises, or any other person or entity coming upon the Premises or adjacent property; and (5) any other chemical, material or substance that may or could pose a hazard to the environment. Tenant shall not: (i) use the Premises for the storage of Hazardous Substances except for such activities that are part of the course of Tenant’s ordinary business (the “Permitted Activities”); provided, such Permitted Activities are conducted in accordance with all applicable laws, orders, regulations and ordinances; (ii) use the Premises as a landfill or dump; or (iii) install any underground tanks of any type at the Premises. Tenant shall at its own expense maintain in effect any and all permits, licenses or other governmental approvals, if any, required for Tenant’s use of the Premises and require the same of any subtenants. Tenant shall make and cause any subtenant to make all disclosures required of Tenant by any laws, and shall comply and cause subtenant to comply with all orders concerning Tenant’s use of the Premises issued by any governmental authority having jurisdiction over the Premises and take all action required by such governmental authorities to bring the Tenant’s activities on the Premises into compliance with all environmental and other laws, rules, regulations and ordinances affecting the Premises. If at any time Tenant shall become aware, or have reasonable cause to believe, that any

Hazardous Substance has been released or has otherwise come to be located on or beneath the Premises, Tenant shall, give written notice of that condition to Landlord. Tenant shall be responsible for, and shall indemnify, defend and hold Landlord harmless from and against, all environmental claims, demands, damages and liabilities, including, without limitation, court costs and reasonable attorneys’ fees, if any, arising out of, or in connection with the generation, storage, disposal or presence caused by or resulting from Tenant, its employees, officers, directors, agents or invitees of any Hazardous Substance in, on or about the Premises whether prior to or after the Commencement Date. Prior to the Commencement Date, Landlord will have delivered to Tenant copies of any Phase I or, if applicable, Phase II environmental assessments relating to the Premises which are in Landlord’s possession (collectively, the “Reports”). Tenant hereby acknowledges that it has previously received a copy of the so-called Phase I environmental assessment dated June 2, 2006 and the Phase II environmental assessment dated June 6, 2006, both prepared by Nova Consulting. Notwithstanding anything herein to the contrary, except as disclosed in the Reports, to Landlord’s knowledge (as defined in Section 5.5 above), the Premises are not in violation of applicable environmental laws. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be responsible for the cost of remediating, removing or otherwise addressing any Hazardous Substances, including any existing underground storage tanks, that were introduced upon the Premises prior to Tenant’s occupancy of the Premises and which Tenant has not interfered with or otherwise enhanced or enabled. Further, Tenant shall not be responsible for removing the following above-ground tanks from the Premises at the expiration or earlier termination of the Term:

	1.		One 300 gallon AST diesel fuel tank located in the diesel fire pump house;
	2.		One 1,200 gallon AST diesel fuel tank located in the emergency generator house;
	3.		Two 30,000 gallon AST liquid propane tanks located on the south side of the Premises;

(collectively, the “Known Tanks”), which Known Tanks Tenant (i) is permitted to utilize, and (ii) must maintain in accordance with applicable laws, orders, regulations and ordinances and the provisions of this Lease during the Term.

     6.5 Landlord’s Right to Enter. Landlord and its agents or employees may upon reasonable advance notice to Tenant enter the Premises during business hours (and in case of emergency at any time) for the purpose of exercising any of the rights reserved to Landlord herein, or securing or protecting Landlord’s property or the Premises, or removing any Alterations or additions not consented to by Landlord if such consent was required at the time of installation, and similarly upon reasonable notice may show the Premises to prospective purchasers and lenders, and during the last twelve (12) months of the Tenn (or after delivery of a Tenant Notice as set forth in Section 13.6 below) to prospective tenants, and may keep affixed in suitable places notices for letting (during the last twelve (12) months of the Term) and selling. If Tenant so desires, a representative of

Tenant may accompany Landlord or its agents in any entry onto the Premises under this Lease. In additional, Landlord and its architects, engineers, contractors and representatives shall have the right of entry as set forth in Section 8(h) of the Work Letter. In the event Tenant abandons the Premises in the manner described in Section 9.1(i) below, Landlord may enter the Premises at any time without advance notice to Tenant thereafter.

     6.6 Alterations, Additions, and Improvements. Except with respect to Tenant’s construction of the Initial Improvements and Roof Improvements pursuant to the Work Letter and as otherwise specifically provided below, Tenant shall not make any installations, alterations, additions, or improvements in or to the Premises, including, without limitation, any apertures in the walls, partitions, ceilings or floors (collectively, “Alterations”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any such work so approved by Landlord shall be performed only in accordance with plans and specifications approved by Landlord. Notwithstanding the foregoing, Tenant shall not without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, perform any work in or to the Premises that would (i) in any manner affect any structural component of the Building (including, without limitation, exterior walls, exterior windows, core walls, columns, roofs, or floor slabs), (ii) require changes in the electrical or mechanical components or systems of the Building determined in Landlord’s reasonable option to be material and adverse to the Building, (iii) diminish the value of the Premises for the Permitted Uses, or (iv) require any unusual expense to re-adapt the Premises for the Permitted Uses. Tenant shall procure, at Tenant’s sole expense, all necessary permits and licenses before undertaking any work on the Premises and shall perform all such work in a good and workmanlike manner employing materials of good quality and so as to conform with all applicable zoning, building, fire, health and other codes, regulations, ordinances and laws and with all applicable insurance requirements. If any notice or any lien is placed on the Premises arising from work performed by or for Tenant, Tenant shall furnish to Landlord a bond or other security to stay enforcement of or insure over such lien, in either case, in the amount, form and substance reasonably acceptable to Landlord; provided, however, after posting such bond or providing such security, Tenant shall have the right to contest the validity of such lien or otherwise cause such lien to be removed from the public record. Tenant shall require all contractors employed by Tenant to carry worker’s compensation insurance in accordance with statutory requirements and commercial general liability insurance covering such contractors on or about the Premises with a combined single limit not less than $1,000,000 and shall submit certificates evidencing such coverage to Landlord, upon Landlord’s request. Tenant shall indemnify and hold harmless Landlord from all injury, loss, claims or damage to any person or property occasioned by or arising out of such work. Landlord may inspect the work of Tenant at reasonable times in accordance with Section 6.5 and give notice of observed defects. Upon completion of any such work, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts and proof of payment for all labor and materials. Tenant, at the time it requests approval for any proposed Alterations, may request in writing that Landlord advise Tenant whether

such Alterations or any portion thereof must be removed on or prior to the Expiration Date, or earlier termination of the Lease. Landlord shall respond within ten (10) days of such request, or shall be deemed to have advised Tenant that such Alteration must be removed upon the Expiration Date or earlier termination of this Lease; provided, however, that Tenant shall not be required to remove (i) the Initial Improvements itemized as 1 through 4, inclusive, on Exhibit B-1, (ii) the Initial Improvements itemized as 5 on Exhibit B-1, to the extent that the same are Usual Office Improvements (defined below), or (iii) any usual office improvements such as gypsum board, partitions, ceiling grids and tiles, fluorescent lighting panels, Building standard doors and non-glued down carpeting, but expressly excluding data and communications cabling (which Tenant is required to remove) (collectively, “Usual Office Improvements”). Notwithstanding anything to the contrary contained in this Lease, Landlord’s consent shall not be required in connection with an Alteration that (i) will not affect the systems or structure of the Building, (ii) will not require work to be performed inside the walls or above the ceiling of the Premises, (iii) will not diminish the value of the Premises, and (iv) will not cost in excess of $25,000.00 in any single Alteration or $100,000.00 in the aggregate.

     6.7 Liens and Encumbrances. Tenant shall not permit, create or suffer, and shall keep the Premises free of, and shall promptly remove and discharge, any lien, notice of commencement, charge, security interest, mortgage or other encumbrance which arises for any reason, voluntarily or involuntarily, as a result of any act or omission by Tenant or persons claiming by, through or under Tenant, or any of their agents, employees or independent contractors, including without limitation liens which arise by reason of labor or materials furnished or claimed to have been furnished to Tenant or for the Premises other than a notice of commencement as permitted in accordance with the Work Letter with respect to the Initial Improvements and the Roof Improvements.

     6.8 Condition upon Termination. Subject to the remaining provisions hereof of this Section 6.8, at the expiration or earlier termination of this Lease, or if Tenant abandons the Premises in the manner described in Section 9.1(i) below, Tenant (and all persons claiming by, through or under it) shall, without the necessity of any notice, surrender the Premises, including (x) the Initial Improvements and the Roof Improvements, (y) any tenant work and all replacements thereof, including work and replacements which constitute additions or Alterations constructed after the Commencement Date, that Landlord, pursuant to Section 6.6 above, does not require Tenant to remove, and (z) all keys to the Premises. In addition, Tenant shall remove all of its trade fixtures, electronic, phone and data cabling and related equipment located in or upon the Premises, personal property, and all Tenant’s signs wherever located, along with any additions or Alteration not expressly permitted to remain on the Premises by Landlord, all of which shall be removed by Tenant in a commercially reasonable manner and the damage caused by such removal shall be repaired by Tenant at Tenant’s sole expense). Except with respect to any Alterations that Landlord does not require Tenant to remove pursuant to the terms of Section 6.6 above, Landlord by written notice to Tenant at least thirty (30) days prior to the Expiration Date may require Tenant, at is sole cost and expense, to remove any of the Initial Improvements, Alterations or other

additions or installations in the Premises. Tenant shall repair any damage caused by such removal. Tenant shall yield up the Premises broom-clean and in good order, repair and condition, reasonable wear and tear and damage by casualty and taking (to the extent provided in Article X only) excepted. Any property not so removed within thirty (30) days after the expiration or termination of the Lease shall be deemed abandoned and may be removed and disposed of by Landlord in such manner as Landlord shall determine, and Tenant shall pay to Landlord the reasonable cost and expense incurred by it in effecting such removal and disposition.

     6.9 Tenant’s Expense. Tenant shall fulfill all of Tenant’s obligations under this Article VI at Tenant’s sole expense. If Tenant shall fail to maintain, repair or replace the Premises as required by this Article VI, Landlord may, upon thirty (30) days’ prior notice to Tenant (except that no notice shall be required in the case of an emergency), enter the Premises in accordance with Section 6.5 and perform such maintenance or repair (including replacement, as needed) on behalf of Tenant. In such case, Tenant shall reimburse Landlord for all costs reasonably incurred in performing such maintenance, repair or replacement, as Additional Rent, immediately upon demand.

ARTICLE VII: INSURANCE AND WAIVER OF SUBROGATION

     7.1 Landlord’s Insurance Obligations. During the Term of this Lease, Landlord shall carry hazard and property insurance coverage on the Building, all parking lots, loading areas and other improvements on the land upon which the Building is situated, the Initial Improvements, the Roof Improvements and any Alterations expressly approved by Landlord pursuant to Section 6.6 above in an amount equal to the full replacement cost thereof and rent loss insurance for a period and amount of not less than twelve (12) months of rent and not more than eighteen (18) months of rent. Landlord shall not be obligated in any way or manner to insure any of Tenant’s Personal Property (as defined below) upon or within the Premises. Landlord may also carry such other insurance coverage of the type and in amounts as Landlord reasonably deems prudent and is customary in the Comparable Market. Notwithstanding the foregoing, any insurance carried or required to be carried by Landlord relative to the Building may be maintained under a blanket policy or policies of insurance covering the Building and other properties owned by Landlord or its affiliates, and all premiums paid by Landlord, or its property manager, for such insurance, to the extent properly allocable to the Building, and the cost of repairs not covered under such insurance due to deductible provisions (which deductible shall in no event exceed $50,000), shall be deemed Additional Rent hereunder and shall be due and payable by Tenant to Landlord within thirty (30) days after Landlord’s delivery of an invoice to Tenant. 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. If an increase in any insurance premiums paid by Landlord relative to the Building is caused by Tenant’s use of the Premises, then Tenant shall pay the amount of such increase as Additional Rent to Landlord. If Tenant is not in default beyond any applicable notice and cure period in performance of any of the obligations under this Lease, Tenant at its sole cost and expense, upon prior written

notice and during regular business hours at a time and place reasonably acceptable to Landlord which may be in the location where Landlord or Property Manager, if applicable, maintains the applicable Building insurance records, may cause a certified public accountant reasonably acceptable to Landlord to audit Landlord’s records relating to Landlord’s Insurance Obligations as provided in this Section 7.1.

     7.2 Tenant’s Insurance Coverage. Tenant, at its sole cost and expense, shall during the term hereof, keep in full force and effect at its expense the following insurance coverages:

          (a) Property insurance, including plate glass coverage, covering the full replacement value of (a) Tenant’s leasehold improvements (except for those leasehold improvements that Landlord is expressly required to carry insurance as provided in Section 7.1 above); and (b) Tenant’s personal property, goods, inventory, supplies, signs, furniture, and moveable trade fixtures, equipment and machinery (collectively, “Tenant’s Personal Property”). Such policy of insurance shall insure against loss or damage from the perils under “All Risk” (Special) form, including but not limited to the following: fire, windstorm (including hurricanes), sprinkler leakage, vandalism and malicious mischief, water damage, explosion of steam boilers, pressure vessels and other similar apparatus, flood, earthquake and other hazards generally included under extended coverage, all in an amount equal to one hundred percent (100%) of the replacement value of the Leased Improvements, business personal property and plant and equipment, without a coinsurance provision, and shall include an Agreed Value endorsement and shall be issued in the names of and for the benefit of Tenant, Landlord and Landlord’s mortgagee, as their respective interests may appear. If Tenant fails to maintain the required amount of insurance and as a result thereof Landlord is adjudged a coinsurer then any losses or penalties sustained by Landlord shall be paid for by Tenant upon receipt of a ▇▇▇▇ from Landlord together with reasonably satisfactory evidence of such loss or penalty and shall be deemed rent hereunder.

          (b) Tenant shall carry, maintain and pay the premium for commercial general liability insurance insuring Tenant, Landlord, Landlord’s employees, any managing agent and Landlord’s mortgagee against injury to property, persons or loss of life arising out of the use and occupancy of the Premises and Tenant’s activities upon and about the Premises, including without limitation, any liability arising out of the operation, maintenance, repair or condition of the Premises or adjoining ways, streets or sidewalks. The Commercial General liability insurance, on a form ISO CG 0001 12 07 0 or its equivalent, to be furnished by Tenant under the terms of the Lease shall include coverage for bodily injury, property damage, personal injury, products liability coverage (but only to the extent such coverage is provided as part of a standard Commercial General liability insurance policy without special endorsement, but subject to any standard exceptions or exclusions thereto, including any standard exclusions of specific product liability), contractual liability applying to this Lease under which the insurer agrees to insure Tenant’s obligation of indemnity under this Lease to the extent insurable, a “severability of interest” clause or endorsement which precludes the insurer from denying a claim of either

Tenant or Landlord because of negligence or other acts of the other, and independent contractors. Such policy shall be written on an “occurrence basis” rather than a “claims made basis” with coverage in amounts not less than $1,000,000 per occurrence and $2,000,000 in the aggregate.

          (c) Worker’s compensation coverage for all persons employed by Tenant on the Leased Property, if any, with statutory limits, and Employers’ Liability insurance in an amount of at least $500,000 Each Accident, $500,000 Disease-Policy Limit, and $500,000 Disease-Each Employee.

          (d) Business Auto Liability Insurance, including owned, non-owned and hired vehicles insuring Bodily Injury and Property damage with a combined single limit of not less than $1,000,000 per occurrence.

          (e) Tenant shall carry Umbrella coverage form that “Pays on Behalf’, and is excess or follow form General Liability, Automobile Liability and Employers’ Liability, with limits in a minimum amount of not less than $5,000,000 per occurrence/aggregate.

          (f) Tenant shall carry business interruption insurance equal to 100% of the Annual Fixed Rent then in effect for each year, written on “Special Form” including Extra Expense without a provision for coinsurance.

          (g) All policies of insurance shall be issued by insurance companies with general policy holder’s rating of not less than A and a financial rating of not less than Class 6 as rated in the most current “Best’s Insurance Reports”, and licensed to do business and authorized to issue such policies in the state in which the Premises are located. Prior to the Commencement Date, Tenant shall provide Landlord with insurance binders evidencing the insurance maintained by Tenant. Tenant shall deliver annually to Landlord, and at such other times as Landlord shall request, the following original certificates, from the Tenant’s respective insurers, in form reasonably acceptable to Landlord, evidencing that the insurance required under this Lease is in full force and effect: (i) ▇▇▇▇▇ 25 Certificate of Commercial General Liability insurance, and (ii) ▇▇▇▇▇ 28 Evidence of Property Insurance. The commercial property and business interruption insurance required under Sections 7.2(a) and (f) above shall cover perils of terrorism and acts of terrorism and, as such, Tenant shall maintain commercial property and business interruption insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under Sections 7.2(a) and (f) above at all times during the term hereof. The certificates evidencing Commercial General Liability insurance must identify the Landlord and Landlord’s lender as additional insureds. All of Tenant’s insurance policies shall provide that the policies shall not be canceled, discontinued or materially changed (other than to increase the coverage provided thereby) without thirty (30) days’ written notice to Landlord and any lender additional insured. Such insurance policies shall provide that they may not be unreasonably cancelled, invalidated or suspended on account of the conduct of Tenant, its officers, directors, employees or

agents. Tenant’s insurance policies must provide that any “other insurance” clause shall exclude any policies of insurance maintained by Landlord and that the insurance policy shall not be brought into contribution with insurance maintained by Landlord. Such policies shall also contain a standard “without contribution” mortgage clause endorsement in favor of any lender designated by Landlord. The policies of insurance required under this Lease may be subject to a deductible or for provisions providing for the Tenant’s retention of liability provided the amount of the deductible or retained liability does not exceed $50,000 as to the coverages required under (a) and (b) above and $250,000 as to the remaining coverages required under this Section. Within ten (10) days after Landlord’s request, Tenant shall provide Landlord full copies of all policies of insurance. Tenant shall not carry any inventory or do anything in or about the Premises that would in any way impair or invalidate the obligation of the insurer under any policy of insurance required under this Lease. Landlord shall have the right, by prior written notice to Tenant, to require reasonable increases in the minimum limits of any insurance coverage required to be carried by Tenant under this Article VII, provided that such limits are consistent with limits required by institutional landlords of tenants similar to Tenant in terms of business and use in buildings which are substantially similar to the Building in the Comparable Market or as otherwise required by Landlord’s lender.

          (h) Tenant may self insure for the plate glass insurance required under Section 7.2(a) above, provided that if Tenant self-insures the same then all loss or damage to Tenant, Tenant’s property, its leasehold interest, its business, the Premises or any additions or improvement thereto or contents thereof which would have been covered by such insurance shall be deemed covered by and recoverable by Tenant under valid and collectible policies of insurance.

     7.3 Waiver of Subrogation. Notwithstanding anything set forth in this Lease to the contrary, Landlord and Tenant do hereby release one another from any and all liability to the other or anyone claiming through or under them by way of subrogation or otherwise, and do hereby waive any and all right of recovery, claim, action or cause of action against the other, their respective agents, officers and employees for any loss or damage that may occur to the Premises or any addition or improvements thereto, or any contents therein, by reason of fire, the elements or any other cause which is covered by the insurance policies required to be maintained hereunder, regardless of cause or origin, including the negligence of Landlord, or Tenant, or their respective agents, officers and employees. In addition, all property insurance policies carried by either party covering the Premises and contents therein shall expressly waive any right on the part of the insurer against the other party for damage to or destruction of the Premises, and the contents therein, resulting from the acts, omissions, or negligence of the other party, provided failure to obtain such waiver of subrogation clause shall not invalidate the terms of this Section. If the insurer shall impose a fee for consenting to such waiver, the Tenant shall pay the cost imposed.

ARTICLE VIII: ASSIGNMENT AND SUBLETTING

     8.1 Landlord’s Consent Required. Tenant shall not assign all or any portion of the Lease or sublease all or any portion of the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (1) Tenant may, upon thirty (30) days prior written notice, but without Landlord’s consent,’assign all or any portion of the Lease or sublease all or any portion of the Premises to, or effect a transfer of ownership, control or assets of Tenant to a Tenant Affiliate, and (ii) a change in voting control of Tenant shall not be deemed to be an assignment of the Lease. “Tenant Affiliate” means (i) any entity controlling, controlled by or under common control with Tenant or an owner of Tenant; (ii) any entity resulting from the merger, consolidation or reorganization of Tenant or a controlling owner of Tenant into or with any other entity; or (iii) any entity acquiring all or substantially all of the ownership of Tenant or all or substantially all of Tenant’s assets. Any transfer not in conformity with this Article VIII shall be void at the option of Landlord, and Landlord may exercise any and all of its rights under Article IX.

     8.2 Conditions to Landlord’s Consent. Any transfer, including any transfer made with Landlord’s consent, shall be subject to the following conditions:

          (a) As of the date of any transfer, Tenant shall not be in default beyond any applicable notice and cure period under this Lease.

          (b) No transfer (whether or not Landlord’s consent is required) shall relieve Tenant of its obligation to pay the rent and to perform all other obligations of Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any transfer.

          (c) Tenant shall pay, within 10 business days of receipt of an invoice which shall be no less than $1,000.00, Landlord’s reasonable attorneys’ fees and costs in connection with the review, processing and documentation of any transfer for which Landlord’s consent is requested. If Tenant executes Landlord’s then standard form of consent without (i) any changes to this Lease, (ii) reduction or modification of Tenant’s liability under this Lease, (iii) material negotiation of the Landlord’s rights in any assignment or sublease documents, or (iv) material changes to the consent, the review fee shall not exceed $2,000.00. However, in the event of any of the foregoing or if Tenant or the transferee request, and Landlord agrees to, material changes to Landlord’s standard form of consent or if there are material negotiations related thereto or if this Lease needs to be amended as a result thereof, Tenant shall pay all of Landlord’s reasonable costs and expenses (including reasonable attorney’s fees and costs attributable to time expended by in house counsel, accountants or other personnel of Landlord).

          (d) Tenant’s request for consent under this Article VIII (and Tenant’s notice of any transfer not requiring Landlord’s consent under Section 8.1 above) shall set

forth the details of the proposed transfer, including: (i) the name, business and financial condition of the prospective transferee, (ii) a true and complete copy of the proposed instrument containing all of the terms and conditions of such transfer, (iii) the proposed form of agreement of the assignee, subtenant or licensee, in form reasonably approved by Landlord, agreeing with Landlord to perform and observe all of the terms, covenants, and conditions of this Lease, and (iv) any other information Landlord reasonably requested by Landlord prior to or in response to such notice. Except for any transfer not requiring Landlord’s consent under Section 8.1 above, Landlord’s consent shall not be deemed to be unreasonably withheld as to any proposed transfer, if based on any of the following factors applying reasonably prudent business judgment: (w) the business of the proposed assignee or subtenant and the proposed use of the Premises (if other than the Permitted Use) is inconsistent with the character of the Building or is not permitted by applicable zoning or use regulations; (x) the net worth, business reputation, character, and financial condition of the proposed assignee or subtenant is not reasonably acceptable to Landlord; (y) Tenant is in default under this Lease beyond any applicable notice and cure periods; and (z) such other factors as Landlord may reasonably deem relevant.

     8.3 Excess Rent. Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of any transfer, including any transfer made with Landlord’s consent, that is in excess of the Annual Fixed Rent payable to Landlord for the portion of the Premises and Term covered by such transfer. Excess rent shall not include security provided by the proposed transferee solely for credit enhancement purposes (and not to be retained or given as additional rent to Tenant), such as escrows and reserves to be (i) returned to such transferee provided that such transferee does not default in its sublease, assignment or other occupancy agreement with Tenant, or (ii) applied on a date or dates certain (e.g. the 5^th monthly installment) against the stated rent or other charges under the given sublease, assignment or other occupancy agreement with Tenant. Tenant shall pay Landlord for Landlord’s share of the excess within thirty (30) days after Tenant’s receipt of the excess. Tenant may deduct from the excess, on a straight-line basis, all reasonable and customary expenses directly incurred by Tenant attributable to the transfer. If Tenant is in default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Annual Fixed Rent in the amount of Tenant’s share of payments received by Landlord.

ARTICLE IX: DEFAULT AND REMEDIES

     9.1 Events of Default. If (a) Tenant fails to pay any installment of Annual Fixed Rent or Additional Rent or other sum or charge hereunder within five (5) days after the same is due; or (b) a general assignment shall be made by Tenant for the benefit of creditors, or (c) a petition is filed by Tenant for adjudication as a bankrupt, or for reorganization or an arrangement under any provision of any bankruptcy act then in force and effect, or (d) an involuntary petition under the provisions of any bankruptcy act is filed against Tenant and such involuntary petition is not dismissed within sixty (60) days thereafter, or (e) Tenant shall be declared bankrupt or insolvent according to law, or (f) a

receiver, trustee or assignee shall be petitioned for and not contested by Tenant for the whole or any part of Tenant’s property, or if a receiver, trustee or assignee shall be appointed over Tenant’s objection and not be removed within sixty (60) days thereafter, or (g) any representation or warranty made by Tenant shall be untrue in any material respect, or (h) Tenant fails to perform any other covenant, agreement or condition hereunder and such default continues for thirty (30) days after written notice from Landlord (provided, however, that such thirty (30) day period shall be reasonably extended for up to an additional sixty (60) days in the case of non-monetary default if the matter complained of can be cured, but the cure cannot be completed within such thirty (30) day period and Tenant begins promptly to cure within such period and thereafter diligently completes the cure), or (i) Tenant abandons the Premises and fails to perform its obligations under this Lease including, without limitation, payment of Annual Fixed Rent, Additional Rent or any other charge due hereunder, failure to comply with the provisions of Article VI or Section 7.2 of this Lease, or failure to adequately secure, police and protect the Premises; then, and in any such case, Landlord and its agents and employees lawfully may, in addition to and not in derogation of any remedies for any preceding breach, immediately or at any time thereafter, without demand or notice and with or without process of law, enter into and upon the Premises or any part thereof in the name of the whole, or mail or deliver a notice of termination of the Term addressed to Tenant at the Premises or at any other address herein provided, and thereby terminate this Lease and repossess the same as of Landlord’s former estate. Upon such entry or mailing or delivery,’ as the case may be, the Term shall terminate, all executory rights of Tenant and all obligations of Landlord under this Lease shall immediately cease, and Landlord may expel Tenant and all persons claiming by, through or under Tenant and remove its and their effects (forcibly if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used for arrears of rent or prior breach of covenants; and Tenant hereby waives all statutory and equitable rights to its leasehold (including without limitation rights in the nature of further cure or of redemption, if any). Landlord may, without notice, store Tenant’s effects (and those of any person claiming by, through or under Tenant) at the expense and risk of Tenant and, if Landlord so elects, may sell such effects at public auction or auctions or at private sale or sales after seven (7) days notice to Tenant (which notice Tenant agrees is reasonable) and apply the net proceeds to the payment of all sums due to Landlord from Tenant, if any, and pay over the balance, if any, to Tenant.

     9.2 Remedies for Default.

          (a) Reletting Expenses Damages. If this Lease is terminated for default, then Tenant covenants, as an additional cumulative obligation after such termination, to pay all of Landlord’s reasonable costs and expenses related thereto or in collecting amounts due hereunder, including attorneys’ fees, and all of Landlord’s reasonable expenses in connection with such reletting, including without limitation, tenant inducements, brokerage commissions, fees for legal services, expenses of preparing the Premises for reletting and the like (“Reletting Expenses”). It is agreed by Tenant that Landlord may (i) relet the Premises or any part or parts thereof for a term or

terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term, and may grant such tenant inducements as Landlord in its sole judgment considers advisable, and (ii) make such alterations, repairs and decorations in the Premises as Landlord in its sole discretion considers advisable, and no action of Landlord in accordance with the foregoing nor any failure to relet or to collect rent under any reletting shall operate or be construed to release or reduce Tenant’s liability. Any obligation to relet the Premises imposed upon Landlord by law shall be subject to Landlord’s reasonable objectives of developing its property in a harmonious manner with appropriate mixes of tenants, uses, floor areas, terms, etc. Landlord’s Reletting Expenses together with all sums otherwise provided for in this Lease, whether incurred prior to or after such termination, shall be due and payable immediately from time to time upon notice from Landlord.

          (b) Termination Damages. If this Lease is terminated for default, then unless and until Landlord elects lump sum liquidated damages described in (c) below Tenant covenants, as an additional cumulative obligation after any such termination, to pay punctually to Landlord all the sums and perform all the obligations which Tenant covenants in this Lease to pay and to perform in the same manner and to the same extent and at the same time as if this Lease had not been terminated. In calculating the amounts to be paid by Tenant pursuant to the preceding sentence Tenant shall be credited with the net proceeds of any rent then actually received by Landlord from a reletting of the Premises after deducting all sums provided for in this Lease to be paid by Tenant and not then paid. In no event, however, shall Tenant be liable for indirect or consequential damages.

          (c) Lump Sum Liquidated Damages. If this Lease is terminated for default, then Tenant covenants, as an additional cumulative obligation after termination, to pay forthwith to Landlord at Landlord’s sole election made by written notice to Tenant at any time within one year after termination, as liquidated damages a single lump sum payment equal to the sum of (i) all sums provided for in this Lease to be paid by Tenant prior to the date of termination and not then paid, plus (ii) the present value (calculated at the Federal Reserve discount rate or equivalent) of the excess of all of the rent from the date of termination which would otherwise be payable for the remainder of the Term (as if no termination had occurred) over the fair market rental of the Premises for the balance of the Term (as if no termination had occurred), which rent from reletting shall be reduced by reasonable projections of vacancies and by Landlord’s Reletting Expenses described above to the extent not theretofore paid to Landlord.

     9.3 Remedies Cumulative. Any and all rights and remedies either party may have under this Lease, and at law and equity, shall be cumulative and shall not be deemed inconsistent with each other, and any two or more of all such rights and remedies may be exercised at the same time insofar as peanitted by law. Nothing contained in this Lease shall, however, limit or prejudice the right of Landlord to prove and obtain in proceedings for bankruptcy or insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time

when and governing the proceedings in which the damages are to be proved, whether such amount be greater, equal to, or less than the amount of the loss or damages referred to in the preceding Section.

     9.4 Effect of Waivers of Default. Any consent or permission by either party to any act or omission which otherwise would be a breach of any covenant or condition, or any waiver by such party of the breach of any covenant or condition, shall not in any way be held or construed to operate so as to impair the continuing obligation of such covenant or condition, or otherwise operate to permit other similar acts or omissions. No breach shall be deemed to have been waived ^-unless and until such waiver be in writing and signed by the waiving party. The failure of Landlord to seek redress for violation of or insist upon the strict performance of any covenant or condition of this Lease, or the receipt by Landlord of rent with knowledge of any violation, shall not be deemed a consent to or waiver of such violation, nor shall it prevent a subsequent act, which would otherwise constitute a violation, from in fact being a violation or from being a default hereunder.

     9.5 No Accord and Satisfaction; No Surrender. No acceptance by Landlord of a lesser sum than the Annual Fixed Rent, Additional Rent or any other sum or charge then due shall be deemed to be other than on account of the earliest installment of such rent, sum or charge due; nor shall any endorsement or statement on any check or in any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or pursue any other right or remedy available to it. The delivery of keys (or any similar act) to Landlord or any agent or employee of Landlord shall not operate as a termination of this Lease or an acceptance of a surrender of the Premises.

     9.6 Waiver of Jury. Landlord and Tenant hereby waive trial by jury in any summary proceeding in any emergency or other statutory remedy, or in any action based, in whole or in part, on non-payment of rent or other default under this Lease; and Tenant further agrees that it shall not interpose any counterclaim or set-off in any such proceeding, except to the extent Tenant would have no right to commence an independent proceeding to seek to recover on account of such claim.

     9.7 Landlord’s Curing and Enforcement. If Tenant shall neglect or fail to perform or observe any covenant or condition of this Lease and shall not cure such default within the applicable cure period, if any, Landlord may, at its option, without waiving any claim for breach, at any time thereafter cure such default for the account of Tenant, and the reasonable amounts paid or any liability incurred by Landlord, acting reasonably, in so doing shall be deemed paid or incurred for the account of Tenant, and Tenant shall reimburse Landlord therefor, on demand as Additional Rent; and Tenant shall further indemnify and save Landlord harmless in the manner elsewhere provided in this Lease in connection with all of Landlord’s actions other than Landlord’s gross negligence or willful misconduct in effecting any such cure. Notwithstanding any other

provision herein concerning cure periods, Landlord may cure any default for the account of Tenant after such notice to Tenant, if any, as is reasonable under the circumstances (including telephone notice) if the curing of such default prior to the expiration of the applicable cure period is reasonably necessary to prevent likely damage to the Premises or other improvements or possible injury to persons, or to protect Landlord’s interest in its property or the Premises. Tenant shall pay to Landlord on demand as Additional Rent all of the costs and expenses of Landlord, including reasonable attorneys’ fees, incurred in enforcing any covenant or condition of this Lease.

     In the event Tenant breaches any covenant or fails to observe any condition set forth in Article VII with respect to the insurance required to be maintained by Tenant, then without limiting any other right or remedy, and notwithstanding any other provision herein concerning notice and cure of defaults, Landlord may immediately and without notice to Tenant obtain such insurance, and Tenant shall pay the cost thereof and Landlord’s expenses related thereto upon demand as Additional Rent.

     9.8 Landlord’s Default. In the event of a default by Landlord under this Lease, Tenant shall use reasonable efforts to mitigate its damages and losses arising from any such default and Tenant, following notice to Landlord and twenty (20) days opportunity to cure (or such longer period as is reasonably required to cure the same if such default is of a nature that can reasonably not be cured within twenty (20) days), may pursue any and all remedies available to it at law or in equity, provided, however, in no event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord or any mortgagee under this Lease, and further provided that in no event shall Tenant receive more than its actual direct damages, it being agreed that Tenant hereby waives any claim it otherwise may have for special or consequential damages, nor be entitled to set off any sums due by Tenant under this Lease, except that Tenant shall be entitled to set off against Annual Fixed Rent (i) any periodic installment of the Initial Allowance or the Roof Allowance that Tenant is then entitled to pursuant to the terms of Sections 4 and 5 of the Work Letter and that Landlord, following twenty (20) days notice and opportunity to cure, fails to pay, and (ii) any final, non-appealable judgment against Landlord in favor of Tenant that arises as a result of Landlord’s default under this Lease.

ARTICLE X: CASUALTY AND CONDEMNATION

     10.1 Fire or Casualty.

          (a) If the Premises or the Building shall be damaged by fire or other casualty and if such damage does not cause a termination of this Lease as described in the following sentences, then Landlord shall repair and restore the damage with reasonable promptness, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s reasonable control. If in Landlord’s reasonable estimate the Premises cannot be restored within three hundred sixty five (365) days from the date of such fire or casualty, then Landlord shall give notice to Tenant of such estimate within

sixty (60) days after such fire or casualty. Tenant may elect by written notice given to Landlord within sixty (60) days following the date of such notice from Landlord (time being of the essence) to terminate this Lease effective as of the date of Tenant’s notice. If any such damage (i) renders 25% or more of the Building untenantable or (ii) renders general Building systems inoperable and such systems cannot be repaired in Landlord’s reasonable estimate within three hundred sixty five (365) days from the date of such damage or (iii) occurs within the last year of the Term, provided that such damage exceeds the sum of $250,000, either Landlord or Tenant shall have the right to terminate this Lease as of the date of such damage upon written notice given to the other party at any time within sixty (60) days after the date of such damage. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease, by virtue of any delays in completion of such repairs and restoration provided that Tenant shall have the right to terminate the Lease if such repairs are not completed within the later of (i) 425 days following the fire or casualty, or (ii) sixty (60) days after the date set forth in any Repair Date Extension Notice (defined below), subject to extension for delays caused by reasons outside of Landlord’s control (not to exceed an additional sixty [60] days), by written notice delivered to Landlord within thirty (30) days after such 425 day period expires, which notice shall be deemed withdrawn if the restoration is completed within thirty (30) days after such notice is delivered to Landlord. Annual Fixed Rent and Additional Rent, however, shall ▇▇▇▇▇ on those portions of the Premises as are, from time to time, untenantable as a result of such damage. Such abatement shall be in an amount bearing the same ratio to the total amount of rent for such period as the portion of the Premises rendered untenantable and not occupied by or theretofore delivered to Tenant from time to time bears to the entire Premises. Notwithstanding the foregoing, if Landlord determines in good faith that it will be unable to complete the repairs within Landlord’s original time estimate, notwithstanding that such extended estimate may exceed three hundred sixty five (365) days from the date of damage, Landlord shall have the right to immediately cease its performance of the repairs and provide Tenant with written notice (the “Repair Date Extension Notice”) of such inability, which Repair Date Extension Notice shall set forth the date on which Landlord reasonably believes that the repairs will be completed. Upon receipt of the Repair Date Extension Notice, if such date exceeds three hundred sixty five (365) days from the date of damage, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within twenty (20) days after the date of the Repair Date Extension Notice. If Tenant does not terminate this Lease within such five (5) business day period, Tenant shall have no further right to terminate this Lease notwithstanding that the repairs are not completed within the 365 day period following damage.

          (b) Notwithstanding anything to the contrary herein set forth, Landlord shall have no duty to apply any insurance proceeds to or bear any costs or expenses in connection with the restoration of any additions, Alterations and/or improvements to the Premises if (i) Landlord did not receive written notice from Tenant of such additions, Alterations and/or improvements, regardless of whether Tenant is required to obtain Landlord’s approval or consent for such additions, Alterations and/or improvements pursuant to this Lease; and (ii) the value of such additions, Alterations and/or

improvements causes the actual replacement value of the Building to exceed the amount of insurance maintained by Landlord pursuant to Section 7.1 of this Lease. Further, notwithstanding anything to the contrary herein set forth, Landlord shall have no duty pursuant to this Section 10.1 to repair or restore any portion of any Alterations, additions, installation or improvements in the Premises or the decoration thereto except to the extent that the proceeds of the insurance carried by Tenant are timely received by Landlord for application to such use. If Tenant desires any other additional repairs or restoration, and if Landlord consents thereto, it shall be done at Tenant’s sole cost and expense subject to all of the applicable provisions of the Lease. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage whether carried by Landlord or Tenant, for damage to any Alterations, addition, installation, improvements or decorations which would become the Landlord’s property upon the termination of the Lease.

          10.2 Waiver of Claim — Indemnification. Without limiting any other provisions hereof, but subject to the provisions of Section 7.3 hereof, Tenant agrees to defend, protect, indemnify and save Landlord and its officers, agents and employees from and against all liability to third parties arising out of the use of the Premises by, or the acts or omissions of, Tenant or its agents, employees, contractors, suppliers, workers or invitees. Landlord agrees to defend, protect, indemnify and save Tenant and its officers, agents, and employees from and against all liability to third parties arising out of or related to the acts or omissions of Landlord, or the breach by Landlord of any of its obligations hereunder.

          10.3 Nonwaiver. No waiver of any provisions of this Lease shall be implied by any failure of either party to enforce any remedy on account of the violation of such provisions, even if such violation is continued or repeated subsequently, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated. No receipt for monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Term or of Tenant’s right to possession hereunder or after the finding of any notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possessions of the Premises, Landlord may receive and collect any Annual Fixed Rent and Additional Rent due, and the payment of said Annual Fixed Rent and Additional Rent shall not waive or affect said notice, suit or judgment.

          10.4 Condemnation. If the Premises or the Building (or any portion of the Building, the loss of which would require reconfiguration or restoration of the Building which Landlord reasonably estimates will cost in excess of 25% of the current replacement cost of the Building) shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, either party shall have the right, exercisable at its sole direction, to cancel the Lease upon not less than ninety (90) days’ notice prior to the date of cancellation designated in the notice. No money or other

consideration shall be payable by Landlord to Tenant for the right of cancellation and Tenant shall have no right to share in Landlord’s condemnation award or in any judgment for damages caused by such taking or condemnation. Annual Fixed Rent and Additional Rent shall ▇▇▇▇▇ on those portions of the Premises as are, from time to time, untenantable as a result of such taking.

ARTICLE XI: PROTECTION OF LENDERS

     11.1 Subordination and Superiority of Lease. Tenant agrees that this Lease and the rights of Tenant hereunder will be subject and subordinate to the present or future lien of any mortgage, and to all advances and interest thereunder and all modifications, renewals, extensions and consolidations thereof and that Tenant shall continue to perform its obligations under this Lease and shall attorn to any such mortgagee succeeding to Landlord’s interest in the Premises by foreclosure, deed in lieu of foreclosure, or otherwise, promptly after the giving of notice by such mortgagee requiring such attornment, provided that Tenant’s quiet possession of the Premises shall not be disturbed so long as Tenant is not in default beyond any applicable notice and cure periods under this Lease. Tenant agrees that any mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgage to some or all provisions of this Lease. Tenant shall give notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenant has notice, simultaneously with the default notice delivered to Landlord. Within ten (10) business days after Landlord’s request, Tenant agrees to execute, acknowledge and deliver to Landlord a subordination, non-disturbance and attornment agreement (and/or a tenant estoppel referenced in Section 12.7) in form and substance required by Landlord’s lender. Such instrument may contain, among other things, commercially reasonable provisions in favor of mortgagee including, without limitation, additional time on behalf of the mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest shall be bound by (i) any payment of rent or other sum due under this Lease for more than 1 month in advance, or (ii) any amendment or modification of this Lease made without the express written consent of mortgagee or any successor-in-interest; (b) neither mortgagee nor any successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), (ii) the breach of any warranties or obligations relating to construction of improvements on the Property or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (iii) the return of any security deposit, except to the extent such deposits have been received by mortgagee; and (c) neither mortgagee nor any successor-in-interest shall be subject to any offsets or defenses which Tenant may have against any prior landlord (including Landlord).

ARTICLE XII: MISCELLANEOUS

     12.1 Notice from One Party to the Other. All notices, consents, approvals and the like shall be in writing and shall be delivered in hand by any courier service providing receipts, by a nationally recognized overnight courier providing receipts, or mailed by

certified mail, return receipt requested, addressed to Landlord or Tenant as set forth below. If requested in writing by Landlord, Tenant shall deliver copies of all notices in like manner to Landlord’s mortgagees and other persons having a relationship to the Premises at such address as designated from time to time by Landlord or such mortgagee. Any notice so addressed shall be deemed duly given on the second business day following the day of mailing if so mailed by registered or certified mail, return receipt requested, whether or not accepted, or if by hand or by overnight courier upon actual receipt by any person reasonably appearing to be an agent or employee working in the executive offices of the addressee.

If to Tenant:
Fingerhut Direct Marketing, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Fax: ▇▇▇-▇▇▇-▇▇▇▇

with a copy to:
Fingerhut Direct Marketing, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Operating Officer
Fax: ▇▇▇-▇▇▇-▇▇▇▇

If to Landlord:
Welsh Fingerhut MN, LLC
WelshInvest, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Asset Manager
Fax: ▇▇▇-▇▇▇-▇▇▇▇

with a copy to:
Welsh Companies, LLC
c/o Legal Department
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇

with a copy to:
Lowndes, Drosdick, Doster, ▇▇▇▇▇▇ & ▇▇▇▇, P.A. ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire
Fax: ▇▇▇-▇▇▇-▇▇▇▇

Any address or name specified above may be changed by notice given to the addressee by the other party in accordance with this Section 12.1. The inability to deliver notice because of a changed address of which no notice was given as provided above, or because of rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any notice to be given by any party hereto may be given by the counsel for such party.

     12.2 Quiet Enjoyment. Landlord agrees that upon Tenant’s paying all rent and performing and observing all covenants, conditions and other provisions on its part to be performed and observed, Tenant may peaceably and quietly have, hold and enjoy the Premises during the Term without disturbance by Landlord or anyone claiming by, through or under it, subject always to the terms of this Lease, provisions of law, and rights or interests of record to which this Lease may be or become subject and subordinate.

     12.3 Limitation of Landlord’s Liability. Landlord shall be liable only for breaches of Landlord’s obligations occurring while Landlord is owner of the fee of which the Premises are a part (provided, however, that if Landlord shall ever sell and lease-back such fee, or the ground thereof or the improvements thereon, then “fee” shall, in such event, be deemed to mean Landlord’s leasehold interest). Tenant (and all persons claiming by, through or under Tenant) agrees to look solely to Landlord’s interest from time to time in the Premises (including the uncollected rents, issues, profits, and proceeds thereof, subject to the superior rights of mortgagees therein) for satisfaction of any claim or recovery of any judgment from Landlord; it being agreed that neither Landlord nor any trustee, beneficiary, partner, member, manager, shareholder, agent or employee of Landlord shall ever be personally or individually liable for any claim or judgment, or otherwise, to Tenant (or such persons).

     12.4 Applicable Law and Construction. This Lease may be executed in counterpart copies and shall be governed by and construed as a single instrument in accordance with the laws of the State in which the Premises are located. If any provision shall to any extent be invalid, the remainder of this Lease shall not be affected. Other than contemporaneous instruments executed and delivered of even date, if any, this Lease contains all of the agreements between Landlord and Tenant with respect to the Premises and supersedes all prior dealings between them with respect thereto. There are no oral agreements between Landlord and Tenant affecting this Lease. This Lease may be amended only by an instrument in writing executed by Landlord and Tenant. The enumeration of specific examples of a general provision shall not be construed as a limitation of the general provision. Unless a party’s approval or consent is required by its terms not to be unreasonably withheld, such approval or consent may be withheld in the party’s sole discretion. If Tenant is granted any extension or other option, to be effective

the exercise (and notice thereof) shall be unconditional, time always being of the essence to any options; and if Tenant purports to condition the exercise of any option or vary its terms in any manner, then the option granted will automatically and immediately become null and void and the purported exercise will be ineffective. The titles of the several Articles and Sections are for convenience only, and shall not be considered a part hereof.

     12.5 Successors and Assigns. Except as herein provided otherwise, the agreements and conditions in this Lease contained on the part of Landlord to be performed and observed shall be binding upon Landlord and its legal representatives, permitted successors and assigns, and shall inure to the benefit of Tenant and its legal representatives, permitted successors and assigns; and the agreements and conditions on the part of Tenant to be performed and observed shall be binding upon Tenant and Tenant’s legal representatives, successors and assigns and shall inure to the benefit of Landlord and its legal representatives, successors and assigns.

     12.6 Relationship of the Parties. Nothing herein shall be construed as creating the relationship between Landlord and Tenant of principal and agent, or of partners or joint venturers; it being understood and agreed that neither the manner of fixing rent, nor any other provision of this Lease, nor any act of the parties, shall ever be deemed to create any relationship between them other than the relationship of landlord and tenant.

     12.7 Estoppel Certificate. Within ten (10) business days after Landlord’s request, Tenant agrees to execute, acknowledge and deliver a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there have been any modifications that the same is in full force and effect as modified and stating the modifications), neither Landlord nor Tenant is in default under this Lease (or describing in reasonable detail any existing defaults), and the amount and dates to which the Annual Fixed Rent (and Additional Rent and all other charges) have been paid and any other information reasonably requested by the requesting party. Tenant intends and agrees that any such statement may be relied upon by any prospective purchaser, mortgagee, or other person to whom the same is delivered.

     12.8 Financial Statements. Within one hundred twenty (120) days after Tenant’s fiscal year-end, Tenant shall provide Landlord with copies of Tenant’s current audited financial statements certified as correct and complete by the chief financial officer of Tenant. Within forty-five (45) days after end of each fiscal quarter of Tenant, Tenant shall provide Landlord with an internal financial statement including a Profit and Loss Statement and balance sheet certified as correct and complete by the chief financial office of Tenant.

     12.9 Notice of Lease. Neither party shall record this Lease, but upon a request from Landlord, Tenant will execute a recordable memorandum of lease in a form reasonably approved by Landlord and, upon termination, a notice of termination of lease.

     12.10 Legal Proceedings. If either party shall be in breach or default under this Lease, such party shall reimburse the other upon demand for any costs or expenses incurred in connection with any breach or default of the defaulting party, as provided in this Section. Such costs shall include all reasonable legal fees and costs incurred for the negotiation of a settlement, enforcement of rights or otherwise.

     12.11 Holding Over. If Tenant (or anyone claiming by, through or under Tenant) shall remain in possession of the Premises or any part thereof after the expiration or earlier termination of this Lease with respect to any portion of the Premises without any agreement in writing executed with Landlord, the person remaining in possession shall be deemed a tenant at sufferance, Tenant shall thereafter pay Annual Fixed Rent at 125% of the amount payable for the twelve month period immediately preceding such expiration or termination and with all Additional Rent payable and covenants of Tenant in force as otherwise herein provided, and Tenant shall be liable to Landlord for all damages (other than Rent Loss Damages, as defined below) directly arising from such breach. Notwithstanding the foregoing, in the event that Landlord notifies Tenant that Landlord has entered into or is about to enter into a lease for the Premises or has received a bona fide offer to lease all or a portion of the Premises, and that Landlord will be unable to deliver possession, or perform improvements, due to Tenant’s holdover, then if such holdover continues for the later of (i) ninety (90) days following such notice, and (ii) forty five (45) days following the expiration or earlier termination of this Lease, in addition to any remedy available to Landlord at law or pursuant to this Lease, Tenant shall be liable for Rent Loss Damages. For purposes of this Section 12.11, “Rent Loss Damages” means damages arising as a result of Landlord’s failure to be able to deliver possession of, or perform improvements to, the Premises or any portion thereof on behalf of or in connection with any replacement tenant(s) for the Premises (or portion thereof, as the case may be) due to Tenant’s holdover including, without limitation, loss of rent and other actual damages, including, without limitation, attorneys fees and costs arising in connection with the same. However, Rent Loss Damages do not include speculative damages such as loss of appraised value or Landlord’s inability to finance Notwithstanding that Tenant is not liable for Rent Loss Damages until the expiration of the period set forth above, Tenant is liable for all other damages immediately upon any holdover, and Landlord is entitled to take any remedy available to it including immediate recovery of possession of the Premises by summary proceedings or otherwise. After acceptance of the full amount of such rent by Landlord the person remaining in possession shall be deemed a tenant from month-to-month at such rent and otherwise subject to and having agreed to perform all of the provisions of this Lease.

     12.12 Interpretation. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term “Tenant” shall include Tenant’s agents, employees, contractors, invitees, successors or others using the Premises with Tenant’s expressed or implied permission.

     12.13 Waivers. All waivers shall be in writing and signed by the waiving party. Landlord’s failure to enforce any provision of this Lease or its acceptance of rent shall not be a waiver and shall not prevent Landlord from enforcing that provision or any other provision of this Lease in the future. No statement on a payment check from Tenant or in a letter accompanying a payment check shall be binding on Landlord. Landlord may, with or without notice to Tenant, negotiate such check without being bound by to the conditions of such statement.

     12.14 Force Majeure. Except with respect to Tenant’s obligation to pay Annual Fixed Rent, if either party cannot perform any of its obligations due to events beyond its reasonable control, the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond a party’s reasonable control include, but are not limited to, acts of God, war, civil commotion, labor disputes, strikes, fire, flood or other casualty, shortages of labor or material, government regulation or restriction and weather conditions but exclude financial circum stances.

     12.15 Brokers. Each of Tenant and Landlord represents and warrants to the other that it has not dealt with any broker (other than ▇▇▇ ▇▇▇▇▇ Companies [“Landlord’s Broker”] and CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ [“Tenant’s Broker”]) in connection with this Lease or the Premises and agrees to indemnify and save the other harmless from all loss, claim, damage, cost or expense (including reasonable attorneys’ fees of counsel of the other’s choice against whom the indemnifying party makes no reasonable objection) arising from any its breach of this representation and warranty. This warranty and representation shall survive the term or any early termination of this Lease. Landlord’s Broker and Tenant’s Broker will be paid any commissions owed in accordance with the terms of separate written agreements.

ARTICLE XIII: ADDITIONAL PROVISIONS

     13.1 Option to Terminate.

          (a) Tenant shall have a one-time right to accelerate the Expiration Date (“Acceleration Option”) of the Lease, with respect to the entire Premises only, from January 31, 2024 to January 31, 2022 (the “Accelerated Termination Date”), if:

               (i) Tenant is not in default beyond any applicable notice and cure period under the Lease as of the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and

               (ii) no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and

               (iii) the Lease has not been assigned except to a Tenant Affiliate; and

               (iv) Landlord receives notice of acceleration (“Acceleration Notice”) not less than twelve (12) full calendar months prior to the Accelerated Termination Date.

          (b) If Tenant exercises its Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Notice shall pay to Landlord a fee in the amount of the then-unamortized portion of any concessions, commissions, allowances or other expenses incurred by Landlord in connection with the Premises (the “Acceleration Fee”) as a fee in connection with the acceleration of the Expiration Date and not as a penalty. For purposes hereof, the “then-unamortized portion” shall be the amount outstanding on the given Accelerated Termination Date had a loan been made to Tenant on the Commencement Date equal to the given concessions, commissions and allowances and other expenses incurred by Landlord in connection with the Premises so as to fully amortize such amount over a term of one hundred eighty (180) months commencing on the Commencement Date and ending on the originally scheduled Termination Date at an interest rate of 10%. Tenant shall remain liable for all Annual Fixed Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date.

          (c) If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults beyond any applicable notice and cure period in any of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Annual Fixed Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date.

          (d) As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

     13.2 Signage. Tenant, at Tenant’s sole cost and expense, shall have the right to install a sign with Tenant’s business name and/or trademark on the exterior of the Building; provided, however, such exterior Building signage shall be subject to Landlord’s prior written approval, which approval will not be unreasonably withheld conditioned or delayed. Tenant, at Tenant’s sole cost and expense, shall (a) be

responsible for all annual and other permit fees for any signage on the exterior of the Building, (b) pay all costs of maintenance of any signage on the Building exterior; (c) keep all Tenant’s Building exterior signage in good condition, order and repair; (d) remove all Tenant’s Building exterior signage prior to termination of this Lease, and (e) repair and restore any damage to the Building caused by installation and/or removal or any of Tenant’s signage. Any such sign, and the display of Tenant’s name thereon, shall be subject to the terms of any restrictive covenants applicable thereto and all applicable laws, ordinances and regulations.

     13.3 Rooftop Equipment.

          (a) Tenant, at Tenant’s sole cost and expense, shall have the right at any time during the Term, as the same may be extended, to located or install satellite dishes, whip antenna or other communication equipment (collectively, the “Rooftop Equipment”) on the roof of the Building to serve the Premises. Tenant shall also have the right to run cabling through the Building’s core and raceways (the “Cabling”). There shall be no additional charge paid by Tenant to Landlord for Tenant’s use of the rooftop of the Building for the Rooftop Equipment. Any Rooftop Equipment and Cabling shall be installed in accordance with the provisions of Section 6.6 of this Lease. Tenant shall be solely responsible for obtaining and continued compliance with all governmental and regulatory approvals and permits and for the cost of installing, operating, maintaining and removing the Rooftop Equipment and Cabling.

          (b) Tenant shall have free access to the roof of the Building for the purpose of installing, maintaining, repairing and removing the Rooftop Equipment and Cabling which shall be performed by Tenant or Tenant’s authorized representative or contractors (which shall be approved by Landlord) at Tenant’s sole cost and risk. It is agreed, however, that only authorized engineers, employees or properly authorized contractors of Tenant, FCC (defined below) inspectors, or persons under their direct supervision will be permitted to have access to the roof of the Building. Tenant further agrees to exercise firm control over the people requiring access to the roof of the Building in order to keep to a minimum the number of people having access to the roof of the Building and the frequency of their visits.

          (c) It is further understood and agreed that the installation, maintenance, operation and removal of the Rooftop Equipment and Cabling is not permitted to damage the Building or the roof thereof. Tenant agrees to be responsible for any damage caused to the roof or any other part of the Building, which may be caused by Tenant or any of its agents or representatives.

          (d) Tenant shall, at its sole cost and expense and at its sole risk, install, operate and maintain the Rooftop Equipment and Cabling in a good and workmanlike manner, and in compliance with all building, electric, communication, and safety codes, ordinances, standards, regulations and requirements, now in effect or hereafter promulgated, of the federal government, including, without limitation, the Federal

Communications Commission (the “FCC”), the Federal Aviation Administration (“FAA”) or any successor agency of either the FCC or FAA having jurisdiction over radio or telecommunications, and of the state, city and county in which the Building is located. Under this Lease, Landlord and its agents assume no responsibility for the licensing, operation and/or maintenance of Tenant’s equipment. Tenant has the responsibility of carrying out the terms of its FCC license in all respects. The Rooftop Equipment shall be connected to the Building’s power supply in strict compliance with all applicable building, electrical, fire and safety codes. Neither Landlord nor its agents shall be liable to Tenant for any stoppages or shortages of electrical power furnished to the Rooftop Equipment because of any act, omission or requirement of the public utility serving the Building, or the act or omission of any invitee or licensee or their respective agents, employees or contractors, or for any other cause, and Tenant shall not be entitled to any rental abatement for any such stoppage or shortage of electrical power. Neither Landlord nor its agents shall have any responsibility or liability for the conduct or safety of any of Tenant’s representatives, repair, maintenance and engineering personnel while in or on any part of the Building.

          (e) The Rooftop Equipment and Cabling shall remain the personal property of Tenant, and shall be removed by Tenant at its own expense at the expiration or earlier termination of this Lease or Tenant’s right to possession hereunder. Tenant shall repair any damage caused by such removal, including the patching of any holes to match, as closely as possible, the color surrounding the area where the equipment and appurtenances were attached. Tenant agrees to maintain all of the Tenant’s equipment placed on or about the roof or in any other part of the Building in proper operating condition and safety. Tenant agrees that at all times during the Term, it will keep the roof of the Building free of all trash or waste materials produced by Tenant or Tenant’s agents, employees or contractors.

          (f) In light of the specialized nature of the Rooftop Equipment and Cabling, Tenant shall be permitted to utilize the services of a licensed contractor of its choice for installation, operation, removal and repair of the Rooftop Equipment and Cabling, subject to the reasonable approval of Landlord. Notwithstanding the foregoing, Tenant must provide Landlord with prior written notice of any such installation, removal or repair and coordinate such work with Landlord in order to avoid voiding or otherwise adversely affecting any warranties granted to Landlord with respect to the roof. If necessary, Tenant, at its sole cost and expense, shall retain any contractor having a then existing warranty in effect on the roof to perform such work (to the extent that it involves the roof), or, at Tenant’s option, to perform such work in conjunction with Tenant’s contractor.

          (g) Tenant shall not allow any provider of telecommunication, video, data or related services (“Communication Services”) to locate any equipment on the roof of the Building for any purpose whatsoever, nor may Tenant use the Rooftop Equipment to provide Communication Services to an =affiliated tenant, occupant or licensee of another building, or to facilitate the provision of Communication Services on

behalf of another Communication Services provider to an unaffiliated tenant, occupant or licensee of any other building.

          (h) Tenant specifically acknowledges and agrees that the terms and conditions of Article 10.2 of this Lease (Waiver of Claims — Indemnification) shall apply with full force and effect to all portions of the roof accessed or utilized by Tenant, its contractors and their respective representatives, agents, employees or subcontractors.

          (i) If Tenant defaults under any of the terms and conditions of this Section 13.3, and Tenant fails to cure said default within the time allowed by Article 9.1 of this Lease, Landlord shall be permitted to exercise all remedies provided under the terms of the Lease, including removing the Rooftop Equipment and Cabling and restoring the Building and roof to the condition that existed prior to the installation of the Rooftop Equipment and Cabling. If Landlord removes the Rooftop Equipment and Cabling as a result of an uncured default, Tenant shall be liable for all costs and expenses Landlord incurs in removing the Rooftop Equipment and Cabling and repairing any damage to the Building and the roof of the Building caused by the installation, operation or maintenance of the Rooftop Equipment and Cabling.

     13.4 Parking. Tenant shall have the exclusive use of all parking facilities located on the Premises, including without limitation, the approximately 935 parking stalls currently located on the Premises.

     13.5 Equipment. Landlord and Tenant are parties to that certain Equipment Lease Agreement dated November 1, 2002 (the “Equipment Lease”) pursuant to which Tenant has leased from Landlord the equipment listed on Exhibit C attached hereto and made a part hereof (the “Equipment”). By its terms the Equipment Lease expires on January 31, 2009. Tenant shall have the right, at no additional charge to Tenant, to continue to use the Equipment after the expiration of the Equipment Lease. Provided Tenant is not then in default beyond any applicable notice and cure period under this Lease, and Tenant shall have paid the applicable rental payments on the Equipment in accordance with the terms of the Equipment Lease through January 31, 2009, effective as of February 1, 2014, Tenant shall have deemed to have acquired all right, title and interest in and to the Equipment at no cost to Tenant. Landlord will execute a Quit Claim ▇▇▇▇ of Sale, in form and substance reasonably acceptable to Landlord, to evidence the transfer of title to the Equipment from Landlord to Tenant. Landlord does not and will not warrant the condition of any-of the Equipment. Tenant shall be solely responsible for any and all sales or other tax imposed by any governmental entity in connection with the transfer of the Equipment from Landlord to Tenant. Tenant, at its sole cost and expense, shall remove all of the Equipment from the Premises on or prior to the Expiration Date or earlier termination of this Lease. Tenant acknowledges that certain of the Equipment is beyond its useful life and Landlord shall have no responsibility to repair, restore or replace any of the Equipment. From and after the Commencement Date hereunder, Tenant may, at its sole election and without notice to Landlord, dispose of or replace any of the Equipment.

     13.6 Intentionally Deleted.

     13.7 Conditions Precedent. This Lease and Landlord’s obligations hereunder shall be subject to the satisfaction or waiver by Landlord of all of the following conditions precedent prior to the Commencement Date:

          (a) Execution by Landlord and Tenant of an agreement effectuating the termination as of January 31, 2009 of that certain existing Building Lease covering the Premises between Landlord (as successor in interest to FAC Acquisitions, LLC) and Tenant dated November 26, 2003 (the “Building Lease”);

          (b) Landlord’s receipt of written consent to the terms and conditions set forth in this Lease from the holder(s) of any and all mortgages against the Premises, which consent shall be on terms and conditions acceptable to Landlord in its sole discretion; and

          (c) Tenant shall be current with respect to all payment of Base Monthly Rental and Operating Expenses through January 31, 2009 in accordance with (and as such terms are defined in) the Building Lease.

The parties have executed this Lease as of the Date of Lease first set forth above.

Exhibit A

The Premises
[ legal description]

▇▇▇▇ ▇, ▇, ▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ Addition, according to the plat and survey thereof, now on file and of record in the office of the ▇▇▇▇▇▇▇ County Recorder.

Also:

That part of West 734 feet of NE 1/4 of SW ‘A of Section 7, Township 124, Range 28 lying North of the Great Northern Railway Right of Way and South of the Southerly right of way line of ▇▇▇▇▇▇▇ County Highway No. 134 as described on ▇▇▇▇▇▇▇ County Highway Right of Way Plat No. 4.

Exhibit B

Work Letter

     This Work Letter is attached as an exhibit to and made a part of the Lease dated February 1, 2009 (the “Lease”) between Welsh Fingerhut MN, LLC, a Delaware limited liability company, as “Landlord” and Fingerhut Direct Marketing, Inc., a Delaware corporation, as “Tenant.”

     As used in this Work Letter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Lease. Capitalized terms used herein, unless otherwise defined in this Work Letter, shall have the respective meanings ascribed to them in the Lease.

     For and in consideration of the agreement to lease the Premises and the mutual covenants contained herein and in the Lease, Landlord and Tenant hereby agree as follows:

     1. Initial Improvements. Tenant, at its sole cost and expense subject to the application of the Initial Allowance (as defined in Paragraph 4 below), shall perform, or cause to be performed, the work in the Premises described on Exhibit B-1 attached hereto and made a part hereof (the “Initial Improvements”), subject to Tenant’s satisfaction of the conditions specified in this Work Letter. Landlord will provide Tenant with a copy of existing CAD files or “as-built” plans of the Premises which are in Landlord’s possession. In the event that Tenant, after the date of this Lease but prior to the second anniversary of the Commencement Date, proposes to make additional improvements to the Premises that it desires to be treated as Initial Improvements and eligible for disbursement of any remaining available portions of the Initial Allowance, Landlord agrees that it will not unreasonably withhold, condition or delay consent to the same and provided that any such remaining Initial Allowance will be disbursed in no more than two (2) construction draws as described in Section 4 below.

     2. Roof Improvements. In addition, Tenant, at its sole cost and expense subject to the Roof Allowance (as defined in Paragraph 5 below), shall perform, or cause to be performed patching, repair ,and/or recoating of the roof of the Building (the “Roof Improvements”), as determined by a licensed roofing contractor reasonably acceptable to Landlord and Tenant. The Roof Improvements will be conducted and completed at such time as Tenant reasonably determines, but in no event shall Landlord be required to make any Roof Allowance payment prior to the third (P) anniversary of the Commencement Date.

     3. Preliminary Deliveries.

          (a) Prior to commencing the Initial Improvements and/or the Roof Improvements, as applicable, in each case, Tenant shall submit to Landlord for Landlord’s review and approval, which approval will not be unreasonable withheld, conditioned or delayed, the following:

               (i) A detailed critical path construction schedule containing the major components of the Initial Improvements or Roof Improvements, as applicable, and the time required for each, including the scheduled commencement date of construction, milestone dates and the estimated date of completion of construction;

               (ii) An itemized statement of estimated construction cost, including fees for permits and architectural and engineering fees (the “Budget”);

               (iii) The names and addresses of (x) Tenant’s contractors (individually, a “Tenant Contractor,” and collectively, “Tenant’s Contractors”), (y) each said Tenant’s Contractor’s subcontractors and (z) materialmen to be engaged by Tenant for the Initial Improvements or Roof Improvements, as applicable;

               (iv) The name of Tenant’s on-site project manager, an acknowledgment by such on-site project manager that he/she is charged with the task of performing daily supervision of the Initial Improvements or Roof Improvements, as applicable, and will be accountable and responsible to Tenant and to Landlord and, where necessary, shall serve as a liaison between Landlord and Tenant with respect to the Initial Improvements or Roof Improvements, as applicable. The entire cost and expense of the on-site project manager shall be borne and paid for by Tenant;

               (v) Certified copies of insurance policies or certificates of insurance as hereinafter described;

               (vi) Plans (as defined in Subparagraph (b) below) for the Initial Improvements, together with a certificate from an AIA architect that such Plans comply in all material respects with all laws affecting the Building, Property and Premises; and

               (vii) Copies of all necessary building permits and approvals for the Initial Improvements and the Roof Improvements.

     Tenant will update such information and items by notice to Landlord of any changes.

          (b) As used herein the term “Plans” shall mean the full and detailed architectural and engineering plans and specifications covering the Initial Improvements, as such Plans may be modified from time to time by change orders in accordance with the terms of this Work Letter. The Plans shall be revised, and the Initial Improvements

shall be changed, all at Tenant’s cost and expense subject to the Initial Allowance, to incorporate any work required in the Premises by any local governmental field inspector. Landlord’s approval of the Plans shall in no way be deemed to be (i) an acceptance or approval of any element therein contained which is in violation of any applicable laws, ordinances, regulations or other governmental requirements, or (ii) an assurance that work done pursuant to the Plans will comply with all applicable laws (or with the interpretations thereof) or satisfy Tenant’s objectives and needs.

     4. Initial Allowance. Provided Tenant is not in default under the Lease (or as to a default described under Section 9.1(h) of the Lease, only, beyond any applicable notice and cure period), Landlord agrees to contribute a sum not to exceed $1,000,000.00 (the “Initial Allowance”) toward the cost of performing the Initial Improvements. The Initial Allowance may only be used for the cost of preparing design and construction documents and architectural, mechanical and electrical plans for the Initial Improvements and for hard costs in connection with the Initial Improvements in accordance with the Plan and for no other purposes. Any deviations from the Plan and all material change orders (as described in Section 7 below) must be approved in advance by Landlord, which approval will not be unreasonably withheld, conditioned or delayed and will be granted or withheld on or before the tenth (10^th) business day following Landlord’s receipt of a detailed written request from Tenant. In the event Landlord fails to respond within such ten (10) business day period, then Landlord will be deemed to have approved Tenant’s request. Each periodic disbursement from the Initial Allowance, (less a ten percent (10%) retainage, which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord’s option, to the order of Tenant’s Contractor within thirty (30) days after receipt of all of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Tenant’s Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Improvements for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s mortgagee may reasonably require; (iv) with respect to the first disbursement a cost breakdown for each trade or subcontractor performing the initial Improvements, and for subsequent disbursements any supplemental or revised cost breakdowns; (v) with respect to the first disbursement, copies of all construction contracts for the Initial Improvements, and for subsequent disbursements copies of any construction contracts not previously delivered, together with copies of all change orders, if any; and (vi) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the remaining costs to complete the Initial Improvements and confirmation that such disbursements are in accordance with the Budget. Upon completion of the Initial Improvements, and prior to final disbursement of the Initial Allowance, Tenant shall

furnish Landlord with: (1) Tenant’s Contractor’s and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Improvements, and (5) the certification of Tenant and its architect that the Initial Improvements have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse any portion of the Initial Allowance more than one time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Initial Allowance during the continuance of a default under the Lease (or as to a default described under Section 9.1(h) of the Lease, only, beyond any applicable notice and cure period), and Landlord’s obligation to disburse shall only resume when and if such default is cured. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. If cost of the Initial Improvements exceed the Initial Allowance, Tenant shall be solely responsible for any such excess. If the final cost of the Initial Improvements is less than the Initial Allowance, then Tenant may thereafter apply up to a maximum $200,000.00 of the Initial Allowance toward payments of Annual Fixed Rent as they become due; provided, however, in no event may Tenant apply more than $100,000.00 of the Initial Allowance toward the payment of Annual Fixed Rent in any twelve (12) consecutive month period. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Improvements and/or the Initial Allowance. Notwithstanding anything to the contrary set forth in this Work Letter, any portion of the Initial Allowance remaining on the second anniversary of the Commencement Date (including, without limitation, any sums Tenant designates are to be applied towards payments of Annual Fixed Rent as provided above), shall accrue to the sole benefit of Landlord, it being agreed that Tenant shall not be entitled to any credit, offset, abatement or payment with respect thereto.

     5. Roof Allowance. Provided Tenant is not in default under the Lease, Landlord agrees to contribute a sum not to exceed $1,000,000.00 (the “Roof Allowance”) toward the cost of performing the Roof Improvements. The Roof Allowance may only be used for hard costs in connection with the Roof Improvements. The Roof Allowance shall be paid to Tenant or, at Landlord’s option, to the order of Tenant’s Contractor, in a single payment upon completion of the Roof Improvements and Landlord’s receipt of all of the following: (1) general contractor completion affidavit, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, and (4) the certification of Tenant and its architect that the Roof Improvements have been performed in a good and workmanlike manner and in accordance with applicable laws, codes and ordinances. Notwithstanding anything herein to the contrary, Landlord shall have no obligation to pay any portion of the Roof Allowance prior to the third (3’’) anniversary of the Commencement Date under the Lease. Further, Landlord shall not be obligated to disburse any portion of the Roof Allowance during the continuance of a default under the Lease (or as to a default described under Section 9.1(h) of the Lease, only, beyond any applicable notice and cure period), and Landlord’s obligation to disburse shall only

resume when and if such default is cured. If the cost of the Roof Improvements exceeds the Roof Allowance, then Tenant shall be solely responsible for any such excess. Any portion of the Roof Allowance which exceeds the cost of the Roof Improvements, shall accrue to the sole benefit of Landlord, it being agreed that Tenant shall not be entitled to any credit, offset, abatement or payment with respect thereto. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Improvements and/or the Initial Allowance.

     6. Delays. Tenant shall be responsible for Annual Fixed Rent and Additional Rent and all other obligations set forth in the Lease commencing on the Commencement Date regardless of the degree of completion of the Initial Improvements or the Roof Improvements on such date, and no delay in completion of the Initial Improvements or the Roof Improvements shall relieve Tenant of any of its obligations under the Lease.

     7. Change Orders. All “material” changes to the Plans requested by Tenant must be approved by Landlord in advance of the implementation of such changes as part of the Initial Improvements. “Material change” means a change that results in an increase or decrease in the cost of the Initial Improvements in excess of $10,000.00 in each instance, or, at Landlord’s option, after additional changes in the aggregate amount for all material and non-material changes exceed $50,000.00. All delays caused by Tenant-initiated change orders, including, without limitation, any stoppage of work during the change order review process, are solely the responsibility of Tenant and shall cause no delay in the Commencement Date of the Lease or the rent and other obligations therein set forth. All increases in the cost of the Initial Improvements in excess of the Initial Allowance resulting from such change orders shall be borne by Tenant.

     8. Standards Of Design And Construction And Conditions Of Tenant’s Performance. All work done in or upon the Premises by Tenant shall be done according to the standards set forth in this Paragraph 8.

          (a) All design and construction of the Initial Improvements and Roof Improvements shall comply with all applicable statutes, ordinances, regulations, laws, codes and industry standards, including, but not limited to, requirements of Landlord’s fire insurance underwriters.

          (b) Tenant shall, at its own cost and expense, subject to the Initial Allowance and Roof Allowance, as applicable, obtain all required permits (including without limitation, building permits and occupancy permits). Tenant’s failure to obtain such permits shall not cause a delay in the Commencement Date of the Lease or the obligation to pay rent or any other obligations set forth in the Lease.

          (c) Tenant shall have the right to competitively bid the Initial Improvements and Roof Improvements to general contractors; provided, however, the

general contractor selected by Tenant shall be subject to Landlord’s approval, which approval shall not be unreasonable withheld, conditioned or delayed.

          (d) Tenant’s Contractors shall be licensed contractors, possessing good labor relations, and shall be, in Landlord’s reasonable determination, capable of performing quality workmanship.

          (e) Tenant shall cause only new, first-class materials to be used and/or installed in the Initial Improvements and Roof Improvements. All Initial Improvements and Roof Improvements shall be done in a good and workmanlike manner. Tenant shall obtain contractors’ warranties of at least one (1) year duration from the completion of the Initial Improvements against defects in workmanship and materials on all work performed and equipment installed in the Premises as part of the Initial Improvements. Tenant shall obtain a warranty in favor of Landlord on the Roof Improvements of at least ten (10) years from the completion of the Roof Improvements.

          (f) Landlord shall have the right, after providing five (5) business days prior written notice to Tenant and an opportunity to cure (except in the case of an emergency when no notice or cure period will be required), to order Tenant or any of Tenant’s Contractors who violate the requirements imposed on Tenant or Tenant’s Contractors in performing work to cease work and remove its or Tenant’s Contractor’s construction related equipment and employees from the Premises. No such action by Landlord shall delay or effect in any way the Commencement Date of the Lease or the obligation to pay rent or any other obligations therein set forth.

          (g) Utility costs or charges for any service (including HVAC, hoisting or freight elevator and the like) to the Premises shall be the responsibility of Tenant and shall be paid for by Tenant directly to the utility company providing such service. Tenant shall apply for and pay for all utility meters required by law or installed at Tenant’s election. Tenant shall pay for any support services provided by Landlord’s contractors at Tenant’s request or at Landlord’s discretion resulting from breaches or defaults by Tenant under this Work Letter or the Lease. Tenant shall arrange and pay for removal of construction debris.

          (h) Tenant shall permit access to the Premises, and the Initial Improvements and Roof Improvements shall be subject to inspection, by Landlord and Landlord’s architects, engineers, contractors and other representatives, at Landlord’s sole cost and expense and at all times during the periods during which the Initial Improvements and Roof Improvements are being constructed and installed and following completion of the Initial Improvements and Roof Improvements. If, based on any inspection(s) by Landlord or Landlord’s architects, engineers, contractors or other representatives, it is reasonably determined that the Initial Improvements or Roof Improvements have not been or are not being constructed and/or installed in accordance with the approved Pions, then Landlord will provide notice to Tenant and Tenant shall

immediately cause all such portions of the Initial Improvements to be repaired, modified and/or installed in accordance with the approved Plans. Landlord and Tenant will inspect the Initial Improvements and Roof Improvements and will mutually agree on “punch lists” for the Initial Improvements and Roof Improvements upon substantial completion thereof. Notwithstanding anything contained herein, Landlord is under no obligation to inspect or supervise construction of any of the Initial Improvements or Roof Improvements, and no inspection by Landlord shall be construed as a representation that the Initial Improvements or Roof Improvements (a) are in compliance with the approved Plans; (b) are or will be free from faulty or defective materials or workmanship; or (c) are in conformance with any applicable codes, ordinances or other laws.

          (i) Tenant shall have no authority to deviate from the Plans in performance of the Initial Improvements, except as authorized by Landlord in writing or with respect to non-material and/or cosmetic changes in scope.

          (j) Tenant shall furnish to Landlord “as-built” drawings of the Initial Improvements within thirty (30) days after completion of the Initial Improvements.

          (k) Tenant shall- impose on and enforce all applicable terms of this Work Letter against Tenant’s architect and Tenant’s Contractors.

          (1) The Initial Improvements and Roof Improvements must be done in conformance with all applicable codes, ordinances and other laws. Valid building permits and other necessary authorizations from appropriate governmental agencies (when required) must be obtained by Tenant for the Initial Improvements and Roof Improvements, as applicable, at Tenant’s expense. Any portion of the Initial Improvements or Roof Improvements, as applicable, which are not acceptable to the applicable governmental authority or otherwise not in conformance with all applicable codes, ordinances and other laws must be promptly corrected, replaced, or brought into compliance with such applicable codes, ordinances and other laws at Tenant’s expense. No failure by Landlord to object to any such nonconforming portion of the Initial Improvements or Roof Improvements relieves Tenant from its obligations or imposes any responsibility or liability therefor upon Landlord.

     9. Insurance and Indemnification.

          (a) In addition to any insurance which may be required under the Lease, Tenant shall secure, pay for and maintain or cause Tenant’s Contractors to secure, pay for and maintain during the continuance of construction and finishing work within the Building or Premises (including any future Alterations), insurance in the following minimum coverages and the following minimum limits of liability:

               (i) Worker’s Compensation and Employer’s Liability Insurance with limits of not less than the amounts required from time to time by any Employee

Benefit Acts or other statutes applicable where the work is to be performed, and in any event sufficient to protect Tenant’s Contractors from liability under the aforementioned acts.

               (ii) Comprehensive General Liability Insurance (including Contractors’ Protective Liability) in an amount not less than $1,000,000.00 per occurrence, whether involving bodily injury liability (or death resulting therefrom) or property damage liability or a combination thereof with a minimum aggregate limit of $2,000,000.00, and with umbrella coverage with limits not less than $5,000,000.00. Such insurance shall provide for explosion and collapse, completed operations coverage and broad form blanket contractual liability coverage and shall insure Tenant’s Contractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others and arising from its operations under the contracts whether such operations are performed by Tenant’s Contractors or by anyone directly or indirectly employed by any of them.

               (iii) Comprehensive Automobile Liability Insurance, including the ownership, maintenance and operation of any automotive equipment, owned, hired, or non-owned in an amount not less than $500,000.00 for each person in one accident, and $1,000,000.00 for injuries sustained by two or more persons in any one accident and property damage liability in an amount not less than $1,000,000.00 for each accident. Such insurance shall insure Tenant’s Contractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others arising from its operations under the contracts, whether such operations are performed by Tenant’s Contractors, or by anyone directly or indirectly employed by any of them.

               (iv) “All-risk” builder’s risk insurance upon the entire Initial Improvements to the full insurable value thereof. This insurance shall include the interests of Landlord and Tenant (and their respective contractors and subcontractors of any tier to the extent of any insurable interest therein) in the Initial Improvements and Roof Improvements and shall insure against the perils of fire and extended coverage and shall include “all-risk” builder’s risk insurance for physical loss or damage including, without duplication of coverage, theft vandalism and malicious mischief. If portions of the Initial Improvements or Roof Improvements are stored off the site of the Building or in transit to said site are not covered under said “all-risk” builder’s risk insurance, then Tenant shall effect and maintain similar property insurance on such portions of the Initial Improvements or Roof Improvements. Any loss insured under said “all-risk” builder’s risk insurance is to be adjusted with Landlord and Tenant and made payable to Landlord, as trustee for the insureds, as their interests may appear.

     All policies (except the worker’s compensation policy) shall be endorsed to include as additional insured parties the parties listed on, or required by, the Lease. The waiver of subrogation provisions contained in the Lease shall apply to all insurance policies (except the workmen’s compensation policy) to be obtained by Tenant pursuant

to this paragraph. The insurance policy endorsements shall also provide that (a) all additional insured parties shall be given thirty (30) days’ prior written notice of any reduction, cancellation or non-renewal of coverage, (b) shall provide that the insurance coverage afforded to the additional insured parties thereunder shall be primary to any insurance carried independently by said additional insured parties, (c) no exclusion for acts of terrorism, (d) no coinsurance clause, (e) flood insurance, (I) collapse and earthquake coverage, (g) vandalism and malicious mischief coverage, (h) boiler and machinery coverage, (i) demolition, increased cost of construction coverage, (j) in-transit coverage, (k) partial occupancy permitted, (1) where applicable, each policy shall contain a cross-liability and severability of interest clause.

          (b) Without limitation of the indemnification provisions contained in the Lease, to the fullest extent permitted by law Tenant agrees to indemnify, protect, defend and hold harmless Landlord and the parties listed, or required by, the Lease to be named as additional insureds from and against all claims, liabilities, losses, damages and expenses of whatever nature arising out of or in connection with the Initial Improvements or Roof Improvements or the entry of Tenant or Tenant’s Contractors into the Building and the Premises, including, without limitation, mechanic’s liens, the cost of any repairs to the Premises or Building necessitated by activities of Tenant or Tenant’s Contractors, bodily injury to persons or damage to the property of Tenant, its employees, agents, invitees, licensees or others, except to the extent caused by the gross negligence or willful misconduct of Landlord. It is understood and agreed that the foregoing indemnity shall be in addition to the insurance requirements set forth above and shall not be in discharge of or in substitution for same or any other indemnity or insurance provision of the Lease.

     10. Default by Tenant. If Tenant fails to make any payment relating to the initial Improvements or Roof Improvements as required hereunder or fails to protest any such payment and provide Landlord with adequate security against the filing of any liens against the Property, Landlord, at its option, may after providing Tenant with fifteen (15) days prior written notice and an opportunity to cure, cause the Initial Improvements or Roof Improvements to be completed and continue to hold Tenant liable for the costs thereof and all other costs due to Landlord. Tenant’s failure to pay any amounts owed by Tenant hereunder when due or Tenant’s failure to perform its obligations hereunder shall constitute a default under the Lease and Landlord shall have all the rights and remedies granted to Landlord under the Lease for nonpayment of any amounts owed thereunder or failure by Tenant to perform its obligations thereunder.

Exhibit B-1

Initial Improvements

     1. Resurface existing truck dock

     2. Resurface and stripe the employee parking lots

     3. Repair (as required in Tenant’s reasonable judgment) the curbs in the employee and truck parking areas

     4. Install a concrete pad hi the courtyard

     5. Remodel the existing offices and restroom facilities in the Premises

     

12ERHUT CORP FIXED ASSETS excluding Real Property 05-02 - ST CLOUD

tP ITEM
NUMBER .DING 21				BK BEG				ASSET				COSTCE				LOC				BLDG				ASSET DESCRIPTION		BOOK COST				ACCM DEPR				NET BOOK				LIFE				CER #				SERIAL NO				VENDOR NAME
	0003792100				04-1999				5000				3038				13				021			MICROWAVE SURVEY METER			260.00				117.46				142.54				07-00				88266				57867
	0003792200				04-1999				5000				3038				13				021			MICROWAVE SURVEY METER			260.00				117.46				142.54				07-00				88266				57868
	0003803600				04-1999				5000				3038				13				021			SPX 350 PRINTER			2,500.00				1,129.52				1,370.48				07-00				88266				1466
	0003803601				04-1999				5000				3038				13				021			SPX NEC CONTROLLER			390.00				176.20				213.80				07-00				88266				9600135WB
	0003803602				04-1999				5000				3038				13				021			SPX 350 REWINDER			470.00				212.34				257.66				07-00				88266				PR739
	0003803603				04-1999				5000				3038				13				021			NEC FORMAT			40.00				18.08				21.92				07-00				88266
	0003863700				04-1999				5000				3038				13				021			3.0 SERIES 306 HIGH VOLTAGE TESTER			390.00				176.20				213.80				07-00				88266
	0003863800				04-1999				5000				3038				13				021			3.0 SERIES 306 HIGH VOLTAGE TESTER			390.00				176.20				213.80				07-00				88266
	0003863900				04-1999				5000				3038				13				021			3.0 SERIES 306 HIGH VOLTAGE TESTER			390.00				176.20				213.80				07-00				88266
	0003864000				04-1999				5000				3038				13				021			3.0 SERIES 306 HIGH VOLTAGE TESTER			390.00				176.20				213.80				07-00				88266
	0003886900				04-1999				5000				3038				13				021			3.0 SERIES 306 HIGH VOLTAGE			340.00				153.61				186.39				07-00				88266				154371
	0003887000				04-1999				5000				3038				13				021			3.0 SERIES 306 HIGH VOLTAGE TESTER			340.00				153.61				186.39				07-00				88266				154372
	0003887100				04-1999				5000				3038				13				021			3.0 SERIES 306 HIGH VOLTAGE TESTER			340.00				153.61				186.39				07-00				88266				154373
	0003899308				04-1999				5000				▇▇▇▇				▇▇				▇▇▇			TELEPHONE			900.00				406.63				493.37				07-00				88266
	UN00015402				04-1999				5000				3136				13				021			RACK SLATS			8,600.00				3,885.58				4,714.42				07-00				88266
	UN00015403				04-1999				5000				3136				13				021			RACK SLATS			1,400.00				553.42				846.58				08-00				88266				89J4666
	0005100100				01-2001				5000				4051				13				021			EZGO BATTERY HOIST			7,987.50				1,131.56				6,855.94				10-00				00062							▇▇▇▇▇▇▇▇ METAL
	0005100200				01-2001				5000				4051				13				021			EZGO BATTERY RACKING			7,284.60				1,031.99				6,252.61				10-00				00062							▇▇▇▇▇▇▇▇ METAL
	0005100201				01-2001				5000				4051				13				021			EZGO BATTERY TRAYS 132			3,514.50				497.89				3,016.61				10-00				00062							▇▇▇▇▇▇▇▇ METAL
	0005100202				01-2001				5000				4051				13				021			BATTERY AREA ELECTRICAL HOOKUPS			14,220.67				2,014.59				12,206.08				10-00				00062							MW 0
	UN00022800				04-1999				5000				4051				13				021			10 BATTERIES			13,700.00				6,189.83				7,510.17				07-00				89266
	UN00032710				04-1999				5000				4051				13				021			PICK TO LITE SYSTEM			48,000.00				18,974.07				29,025.93				08-00				89091
	UN00032712				04-1999				5000				4051				13				021			STORAGE RACKS/INSTALLATION			18,100.00				7,154.79				10,945.21				08-00				89091
	UN00032714				04-1999				5000				4051				13				021			AUTOMATED PICK & SORT SYSTEM			8,700.00				3,439.04				5,260.96				08-00				89091
	UN00810600				04-1999				5000				4051'				13				021			SCANNING EQUIPMENT			5,800.00				2,292.70				3,507.30				08-00				90237
	UN00821000				04-1999				5000				4051				13				021			SCANNING EQUIPMENT			10,700.00				4,229.64				6,470.36				08-00				90122
HINERY AND EQUIPMENT																											155,407.27				54,738.42				100,668.85
	0003811400				04-1999				5100				3038				13				021			78” STORAGE CABINET			90.00				40.66				49.34				07-00				88266
	0003811600				04-1999				5100				3038				13				021			78” STORAGE CABINET			90.00				40.66				49.34				07-00				88266
	0003811800				04-1999				5100				3038				13				021			78” STORAGE CABINET			90.00				40.66				49.34				07-00				88266
	0000605100				04-1999				5100				3136				13				021			CHAIR SWIVEL TILT			60.00				60.00				0.00				03-00
	0000605600				04-1999				5100				3136				13				021			CHAIR SWIVEL TILT			60.00				60.00				0.00				03-00
	0000605900				04-1999				5100				3136				13				021			SWIVEL CHAIR			60.00				60.00				0.00				03-00
	0000760200				04-1999				5100				3136				13				021			CHAIR SWIVEL TILT			60.00				60.00				0.00				03-00
	0000760300				04-1999				5100				3136				13				021			CHAIR SWIVEL TILT			60.00				60.00				0.00				03-00
	0000900900				04-1999				5100				3136				13				021			CHAIR SWIVEL TILT 451-312			60.00				60.00				0.00				03-00			PO 18
	0000902500				04-1999				5100				3136				13				021			CHAIR SWIVEL TILT 451-312			60.00				60.00				0.00				03-00			PO 18
	0000903500				04-1999				5100				3136				13				021			CHAIR SWIVEL TILT 451-312			60.00				60.00				0.00				03-00			PO 18
	0000976400				04-1999				5100				3136				13				021			CHAIR SWIVEL 451-312			60.00				60.00				0.00				03-00
	0000976500				04-1999				5100				3136				13				021			CHAIR SWIVEL 451-312			60.00				60.00				0.00				03-00
	0000980100				04-1999				5100				3136				13				021			CHAIR SWIVEL 451-312			60.00				60.00				0.00				03-00
	0000980700				04-1999				5100				3136				13				021			CHAIR SWIVEL 451-312			60.00				60.00				0.00				03-00
	0000986100				04-1999				5100				3136				13				021			CHAIR SWIVEL 451-312			60.00				60.00				0.00				03-00
	▇▇▇▇▇▇▇▇▇▇				04-1999				5100				3136				13				021			CHAIR SWIVEL TILT			60.00				60.00				0.00				03-00
	0001011300				04-1999				5100				3136				13				021			CHAIR SWIVEL			60.00				60.00				0.00				03-00
	▇▇▇▇▇▇▇▇▇▇				04-1999				5100				3136				13				021			CHAIR SWIVEL 451-312			60.00				60.00				0.00				03-00
	0001017700				04-1999				5100				3136				13				021			CHAIR SWIVEL			60.00				60.00				0.00				03-00			PO
	0001020000				04-1999				5100				3136				13				021			CHAIR-BLK-EXC			190.00				190.00				0.00				03-00
	0001020600				04-1999				5100				3136				13				021			CHAIR SWIVEL			60.00				60.00				0.00				03-00			PO
	0001022600				04-1999				5100				3136				13				021			CHAIR SWIVEL			60.00				60.00				0.00				03-00			PO
	0001067300				04-1999				5100				3136				13				021			CHAIR-SWIVEL-TILT			50.00				50.00				0.00				03-00
	0001072100				04-1999				5100				3136				13				021			CHAIR-SWIVEL-TILT			50.00				50.00				0.00				03-00
	0001072200				04-1999				5100				3136				13				021			CHAIR-SWIVEL			50.00				50.00				0.00				03-00
	0001152800				04-1999				5100				3136				13				021			CHAIR SIDE MCI			60.00				60.00				0.00				03-00				13306
	0001152900				04-1999				5100				3136				13				021			CHAIR SIDE MCI			60.00				60.00				0.00				03-00				13306
	0001209100				04-1999				5100				3136				13				021			CHAIR-RED CA-1			60.00				60.00				0.00				03-00				13306
	0001212400				04-1999				5100				3136				13				021			CHAIR-RED-SWIVEL CE-1			60.00				60.00				0.00				03-00				13306

Lease Schedule 1 West Campus

     

13ERHUT CORP FIXED ASSETS excluding Real Property 05-02 - ST CLOUD

RP ITEM NUMBER				BK BEG				ASSET				COSTCE				LOC				BLDG				ASSET DESCRIPTION		BOOK COST				ACCM DEPR				NET BOOK				LIFE				CER #				SERIAL NO				VENDOR NAME
	0001445600				04-1999				5100				3136				13				021			CHAIR			60.00				60.00				0.00				03-00
	0001446900				04-1999				5100				3136				13				021			CHAIR			60.00				60.00				0.00				03-00
	0001448200				04-1999				5100				3136				13				021			CHAIR			40.00				40.00				0.00				03-00
	0001479900				04-1999				5100				3136				13				021			CHAIR			60.00				60.00				0.00				03-00
	0001480200				04-1999				5100				3136				13				021			CHAIR			60.00				60.00				0.00				03-00
	0001480700				04-1999				5100				3136				13				021			CHAIR			60.00				60.00				0.00				03-00
	0001483400				04-1999				5100				3136				13				021			CHAIR SWIVEL			60.00				60.00				0.00				03-00
	▇▇▇▇▇▇▇▇▇▇				04-1999				5100				3136				13				021			CHAIR SWIVEL			50.00				50.00				0.00				03-00
	0001488500				04-1999				5100				3136				13				021			SWIVEL CHAIR			60.00				60.00				0.00				03-00
	▇▇▇▇▇▇▇▇▇▇				04-1999				5100				3136				13				021			CHAIR			60.00				60.00				0.00				03-00
	0001524200				04-1999				5100				3136				13				021			CHAIR VISITOR			130.00				130.00				0.00				03-00
	0001702500				04-1999				5100				3136				13				021			GUEST CHAIR RED			60.00				60.00				0.00				03-00
	0001716200				04-1999				5100				3136				13				021			CHAIR			60.00				60.00				0.00				03-00
	0001719100				04-1999				5100				3136				13				021			CHAIR SWIVEL			60.00				60.00				0.00				03-00
	0001744200				04-1999				5100				3136				13				021			CHAIR RED GUEST			60.00				60.00				0.00				03-00
	0001745700				04-1999				5100				3136				13				021			CHAIR GUEST RED			60.00				60.00				0.00				03-00
	0001826100				04-1999				5100				3136				13				021			SWIVEL CHAIR			100.00				79.12				20.88				04-00
	0001831500				04-1999				5100				3136				13				021			GUEST CHAIR RED			100.00				79.12				20.88				04-00
	0001831700				04-1999				5100				3136				13				021			GUEST CHAIR RED			100.00				79.12				20.88				04-00
	0001831800				04-1999				5100				3136				13				021			GUEST CHAIR RED			100.00				79.12				20.88				04-00
	▇▇▇▇▇▇▇▇▇▇				04-1999				5100				3136				13				021			GUEST CHAIR RED			100.00				79.12				20.88				04-00
	0001832300				04-1999				5100				3136				13				021			EXEC CHAIR			100.00				79.12				20.88				04-00
	0001832600				04-1999				5100				3136				13				021			EXEC CHAIR			100.00				79.12				20.88				04-00
	0001871300				04-1999				5100				3136				13				021			GUEST CHAIR			100.00				79.12				20.88				04-00
	0001891400				04-1999				5100				3136				13				021			CHAIR			100.00				79.12				20.88				04-00
	0001891600				04-1999				5100				3136				13				021			CHAIR			100.00				79.12				20.88				04-00
	0001954000				04-1999				5100				3136				13				021			CHAIR			110.00				69.60				40.40				05-00
	0001972200				04-1999				5100				3136				13				021			CHAIR			110.00				69.60				40.40				05-00
	0002037300				04-1999				5100				3136				13				021			EXEC CHAIR			110.00				69.60				40.40				05-00
	0003827600				04-1999				5100				3136				13				021			CHAIR LOW BACK			130.00				58.74				71.26				07-00				88266
	0003827700				04-1999				5100				3136				13				021			CHAIR LOW BACK			130.00				58.74				71.26				07-00				88266
	0003827800				04-1999				5100				3136				13				021			CHAIR LOW BACK			130.00				58.74				71.26				07-00				88266
	▇▇▇▇▇▇▇▇▇▇				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003828000				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003828100				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003828200				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003828300				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003828400				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003828500				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003828600				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	▇▇▇▇▇▇▇▇▇▇				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003828800				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003828900				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003829000				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003829100				04-1999				5100				3136				13				021			36 X 72 DESK			170.00				76.80				93.20				07-00				88266
	0003829200				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003829300				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003829400				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	▇▇▇▇▇▇▇▇▇▇				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003829600				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.2				607-00				88266
	0003829700				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003829800				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003829900				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003830000				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003830100				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003830200				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	▇▇▇▇▇▇▇▇▇▇				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003830400				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003830500				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003830600				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003830700				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266
	0003830800				04-1999				5100				3136				13				021			20 X 60 CREDENZA			130.00				58.74				71.26				07-00				88266