LEASE THIS DOCUMENT SECURES FUTURE ADVANCES Dated as of October 22, 1999 between ADC TELECOMMUNICATIONS, INC., as Lessee and Mortgagor, and LEASE PLAN NORTH AMERICA, INC. not in its individual capacity except as expressly stated herein, but solely as...

ARTICLE IX MAINTENANCE AND REPAIR; REPORTS     SECTION 9.1.  Maintenance and Repair; Reports.  On and after the Base Term Commencement Date, Lessee, at its own expense, shall at all times (a) maintain the Premises in good repair and condition, subject to ordinary wear and tear, and as a first class office building subject to the other uses permitted at Section 8.2, and in any event at least as good as the condition of similar buildings owned or leased by Lessee or its Affiliates; (b) maintain the Premises in accordance with all Applicable Laws in all material respects, whether or not such maintenance requires structural modifications; (c) comply in all material respects with the Insurance Requirements which are in effect at any time with respect to the Premises or any part thereof; (d) use the Premises only in accordance with Article VIII; (e) make all necessary or appropriate repairs, replacements and renewals of the Premises or any part thereof which may be required to keep the Premises in the condition required by the preceding clauses (a)  through (d), whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen, and including, without limitation, repairs, replacements and renewals that would constitute capital expenditures under GAAP if incurred by an owner of property; and (f) procure, maintain and comply in all material respects with all material licenses, permits, orders, approvals, consents and other authorizations required for the construction, use, maintenance and operation of the Premises. Lessee waives any right that it may now have or hereafter acquire to (x) require Agent Lessor to maintain, repair, replace, alter, remove or rebuild all or any part of the Premises or (y) make repairs at the expense of Agent Lessor pursuant to any Applicable Laws or other agreements.     SECTION 9.2.  Maintenance and Repair Reports.  During the Term, Lessee shall keep maintenance and repair reports in sufficient detail to indicate the nature and date of major work done. Such reports shall be kept on file by Lessee at its offices during the Term, and shall be made available at Lessee's office to Agent Lessor upon reasonable request. Lessee shall give written notice to Agent Lessor of any Condemnation or Casualty promptly after Lessee has knowledge thereof.

ARTICLE X MODIFICATIONS, ETC.     SECTION 10.1.  Improvements and Modifications.       (a) In addition to Lessee's obligations as Construction Agent to build the Financed Improvements under the Construction Agency Agreement, on and after the Base Term Commencement Date (i) Lessee, at Lessee's own cost and expense, shall make alterations, renovations, improvements and additions to the Premises or any part thereof and substitutions and replacements therefor (collectively, "Modifications") which are (A) necessary to repair or maintain the Premises in the condition required by Section 9.1; (B) necessary in order for the Premises to be in compliance in all material respects with Applicable Laws; or (C) necessary or advisable to restore the Premises to their condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIV; and (ii) so long as no Lease Event of Default or Lease Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may undertake Modifications on the Premises so long as such Modifications comply with Applicable Laws and with Section 9.1  and subsection (b) of this Section 10.1. During the Interim Term, all Modifications (other than the Financed Improvements being built pursuant to the Approved Plans and Specifications and in compliance with the Construction Agency Agreement, and any modification permitted pursuant to and in accordance with Section 3.2 of the Construction Agency Agreement) shall be subject to the written approval of the Required Participants and the terms, conditions and restrictions set forth in the Construction Agency Agreement.     (b) The making of any Modifications must be in compliance with the following requirements:      (i) No such Modifications with a cost exceeding Two Million Five Hundred Thousand Dollars ($2,500,000) shall be made or undertaken except upon not less than thirty days' prior written notice to Agent Lessor.     (ii) Lessee shall not make any Modifications in violation of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or binding on the Premises.     (iii) No Modifications shall be undertaken until Lessee shall have procured and paid for, so far as the same may be required from time to time, all permits and authorizations relating to such Modifications of all municipal and other Governmental Authorities having jurisdiction over the Premises. Agent Lessor, at Lessee's expense, shall join in the application for any such permit or authorization and execute and deliver any document in connection therewith, whenever such joinder is necessary or advisable.     (iv) The Modifications shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder.     (v) All Modifications shall, when completed, be of such a character as to not materially adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of the Premises from their Fair Market Value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Modifications being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such Modifications have a cost exceeding Two Million Five Hundred Thousand Dollars ($2,500,000) and if requested by Required Participants, Agent Lessor may engage an appraiser of nationally recognized standing, at Lessee's sole cost and expense, to determine (by appraisal methods satisfactory to the Required Participants) the projected Fair Market Value of the Premises following completion of the Modifications relating thereto.     (vi) Lessee shall have made adequate arrangements for payment of the cost of all Modifications when due so that the Premises shall at all times be free of Liens for labor and materials supplied or claimed to have been supplied to the Premises, other than Permitted Liens.    (vii) The Modifications must be located solely on the Land.     SECTION 10.2.  Title to Modifications.  Title to the following described Modifications shall, without further act, vest in Agent Lessor and shall be deemed to constitute a part of the Premises and be subject to this Lease:     (a) each of the Financed Improvements and any Modifications commenced during the Interim Term;     (b) Modifications that are in replacement of or in substitution for a portion of any Improvements existing on the date of this Lease or any Financed Improvements;     (c) Modifications that are required to be made pursuant to the terms of Section 10.1(a)(i)  hereof; or     (d) Modifications that cannot be readily removed from the Premises without causing damage to or impairing the value of the Premises.     Lessee, at Agent Lessor's request, shall execute and deliver any deeds, bills of sale, assignments or other documents of conveyance reasonably necessary to evidence the vesting of title in and to such Modifications to Agent Lessor.     If such Modifications are not within any of the categories set forth in clauses (a)  through (d) of this Section 10.2, then title to such Modifications shall vest in Lessee and such Modifications shall not be deemed to be Modifications which are part of the Premises.     All Modifications to which Lessee shall have title may, so long as removal thereof shall not result in the violation of any Applicable Laws and no Lease Event of Default is continuing, be removed at any time by Lessee. Lessee agrees to notify Agent Lessor in writing at least 30 days before it removes any such Modifications which individually or in the aggregate had an original cost exceeding $500,000, and Lessee shall at its expense repair any damage to the Premises caused by the removal of such Modifications. Agent Lessor (or the purchaser of the Premises) may purchase from Lessee any such Modifications (if not already owned by Agent Lessor) that Lessee intends to remove from the Premises prior to the return of the Premises to Agent Lessor or sale of the Premises, which purchase shall be at the Fair Market Value of such Modifications as determined by the Appraiser at the time of such purchase. Title to any such Modifications shall vest in Agent Lessor (or the purchaser of the applicable Premises) if not removed from the Premises by Lessee prior to the return of the Premises to Agent Lessor or sale of the Premises.     SECTION 10.3.  Other Property.  Lessee may from time to time own or hold under lease from Persons other than Agent Lessor, furniture, trade fixtures, equipment and other tangible personal property located on or about the Premises that is not subject to this Lease and does not constitute a portion of the Financed Improvements. Agent Lessor shall from time to time, upon the reasonable request, and at the cost and expense of Lessee, which request shall be accompanied by such supporting information and documents as Agent Lessor may reasonably require, promptly acknowledge in writing to Lessee or other Persons that the particular items of furniture, trade fixtures and equipment in question are not part of the Premises and that, subject to the rights of Agent Lessor hereunder and under any other Operative Documents, Agent Lessor does not own or have any other right or interest in or to such furniture, trade fixtures and equipment.

ARTICLE XI COVENANTS WITH RESPECT TO LIENS; EASEMENTS     SECTION 11.1.  Covenants with Respect to Liens.       (a) During the Term, Lessee will not directly or indirectly create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on or with respect to any portion of the Premises, Agent Lessor's title thereto, or any interest therein. Lessee, at its own expense, will promptly pay, satisfy and otherwise take such actions as may be necessary to keep the Premises free and clear of, and duly to discharge, eliminate or bond in a manner reasonably satisfactory to Agent Lessor, any such Lien (other than Permitted Liens) if the same shall arise at any time.     (b) Nothing contained in this Lease shall be construed as constituting the consent or request of Agent Lessor, expressed or implied, to or for the performance by any contractor, mechanic, laborer, materialman, supplier or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Premises or any part thereof. NOTICE IS HEREBY GIVEN THAT NONE OF AGENT LESSOR OR THE PARTICIPANTS IS OR SHALL BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE PREMISES OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANIC'S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF AGENT LESSOR OR ANY PARTICIPANT IN AND TO THE PREMISES.     SECTION 11.2.  Lessee's Grants and Releases of Easements; Agent Lessor's Waivers.  Provided that no Default or Lease Event of Default shall have occurred and be continuing, and subject to the provisions of Articles VII, IX  and X and Section 8.3, Agent Lessor hereby consents in each instance to the following actions by Lessee in the name and stead of Agent Lessor and as the true and lawful attorney-in-fact of Agent Lessor with full power and authority to execute documents on behalf of Agent Lessor for the following purposes, but at Lessee's sole cost and expense and only following the Base Term Commencement Date: (a) the granting of, or entry into agreements in connection with, easements, licenses, rights-of-way, building and use restrictions and covenants and other rights and privileges in the nature of easements or similar interests and burdens reasonably necessary or desirable for the use, repair, maintenance or protection of the Premises as herein provided; (b) the release of existing easements or other rights in the nature of easements which are for the benefit of, or burden to, the Premises; (c) if required by any applicable Governmental Authority in connection with the Construction, the dedication or transfer of unimproved portions of the Premises for road, highway or other public purposes; (d) the seeking of any zoning variances or modifications to existing zoning; (e) the execution of amendments to, or waivers or releases of, any easements, licenses or covenants and restrictions affecting the Premises; and (f) the exercise of all rights under any redevelopment agreement or document contemplated thereby affecting the Premises; provided, however, that in each case (i) such grant, release, dedication, transfer, amendment, agreement or other action does not impair the value, utility, residual value or remaining useful life of the Premises, (ii) such grant, release, dedication, transfer, amendment, agreement or other action in Lessee's judgment is reasonably necessary in connection with the use, maintenance, alteration or improvement of the Premises, (iii) such grant, release, dedication, transfer, amendment, agreement or other action will not cause the Premises or any portion thereof to fail to comply with the provisions of this Lease or any other Operative Documents and all Requirements of Law (including, without limitation, all applicable zoning, planning, building and subdivision ordinances, all applicable restrictive covenants and all applicable architectural approval requirements); (iv) all governmental consents or approvals required prior to such grant, release, dedication, transfer, amendment, agreement or other action have been obtained, and all filings required prior to such action have been made; (v) Lessee shall remain obligated under this Lease and under any instrument executed by Lessee consenting to the assignment of Agent Lessor's interest in this Lease as security for indebtedness, in each such case in accordance with their terms, as though such grant, release, dedication, transfer, amendment, agreement or other action had not been effected; and (vi) Lessee shall timely pay and perform any obligations of Agent Lessor under such grant, release, dedication, transfer, amendment, agreement or other action. Without limiting the effectiveness of the foregoing, provided, that no Lease Default or Lease Event of Default shall have occurred and be continuing, Agent Lessor shall, upon the request of Lessee, and at Lessee's sole cost and expense, execute and deliver any instruments necessary or appropriate to confirm any such grant, release, dedication, transfer, amendment, agreement or other action to any Person permitted under this Section.

ARTICLE XII PERMITTED CONTESTS     SECTION 12.1.  Permitted Contests in Respect of Applicable Laws.  If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Laws relating to the Premises or the obligation to comply therewith shall be prosecuted diligently and in good faith in appropriate proceedings by Lessee or (b) compliance with such Applicable Laws shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, then following the Base Term Commencement Date, Lessee shall not be required to comply with such Applicable Laws but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not, in the reasonable opinion of Agent Lessor, acting at the direction of the Required Participants, involve (A) any risk of criminal liability being imposed on Agent Lessor, any Participant or the Premises or (B) any material risk of (1) until after an adverse determination therein, the foreclosure, forfeiture or loss of the Premises, or any material part thereof, or (2) the nonpayment of Rent or (3) any sale of, or, until after an adverse determination therein, the creation of any Lien (other than a Permitted Lien) on, any part of the Premises, (4) civil liability being imposed on Agent Lessor, any Participant or the Premises for which Lessee is not obligated to indemnify such parties under the Operative Documents, or (5) enjoinment of, or interference with, the use, possession or disposition of the Premises in any material respect.     Agent Lessor will not be required to join in any proceedings pursuant to this Section 12.1  unless a provision of any Applicable Laws requires that such proceedings be brought by or in the name of Agent Lessor or it is customary in the applicable jurisdiction for the title holder of the Improvements to join in such proceedings; and in that event Agent Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) Lessee has not elected the Sale Option and (ii) Lessee agrees in writing to and pays all related expenses and agrees in writing to indemnify Agent Lessor and the Participants in form and substance reasonably satisfactory to each of the respective Indemnitees.

ARTICLE XIII INSURANCE     SECTION 13.1.  Required Coverages.  During the Term, Lessee will provide or cause to be provided insurance with respect to the Premises of a character usually carried by corporations engaged in the same or similar business similarly situated against loss or damage of the kinds and in the amounts customarily insured against by such corporations, and carry such other insurance as is usually carried by such corporations; provided, that in any event Lessee will maintain at all times:     (a)  General Liability Insurance.  Combined single limit insurance against claims for third-party bodily injury, including death and third-party property damage occurring on, in or about the Premises (including adjoining streets and sidewalks) in an amount at least equal to One Million Dollars ($1,000,000) per occurrence and a minimum of Fifteen Million Dollars ($15,000,000) excess of such coverage. Such coverage may be subject to deductibles or self-insured retentions up to an amount that is customarily carried by a company of similar size and engaged in business similar to Lessee and shall be otherwise acceptable to the Required Participants.     (b)  Property Insurance.  Insurance against loss or damage covering the Premises or any portion thereof by reason of any Peril (as defined below) in an amount (subject to such deductibles and/or self-insurance in such minimum amounts as is carried by corporations owning and/or operating similar properties); provided, however, that at no time shall the amount of such coverage be less than the replacement cost of the Improvements, including any costs that may be required to cause the Premises to be reconstructed to then current Applicable Laws and in amounts sufficient to fund all Tranche A Basic Rent and Tranche B Basic Rent, Tranche C Equity Basic Rent and Fees accruing on the Certificates or otherwise payable during any period while the Premises are being reconstructed or repaired). The term "Peril" shall mean, collectively, fire, lightning, windstorm, hail, explosion, riot and civil commotion, vandalism and malicious mischief, damage from aircraft, vehicles and smoke and all other perils covered by the "all risk endorsement" then in use in the State of Minnesota, and flood and/or earthquake insurance to the extent reasonably required by the Agent Lessor.     (c)  Workers' Compensation.  Lessee shall, in the construction of the Improvements or other Modifications and the operation of the Premises, comply with the applicable Workers' Compensation laws and protect Agent Lessor and the Participants against any liability under such laws.     (d)  Builders' Risk Insurance.  During the Construction Period and during the construction of any Modifications, Lessee shall also maintain, for the benefit of Agent Lessor, all-risk Builders' Risk Insurance in an amount equal to the greater of the replacement value of such Modifications or the Improvements, as applicable, and the aggregate cost for the construction of same (including Soft Costs, Capitalized Basic Rent and loss of rents), including costs that may be required to cause the Premises to be reconstructed to then current Applicable Laws and in amounts sufficient to fund all Tranche A Basic Rent and Tranche B Basic Rent, Tranche C Equity Basic Rent and Fees accruing on the Certificates or otherwise payable during any period while the Premises are being reconstructed or repaired but in no event shall such coverage exceed $106,000,000. To the extent the Agent Lessor and Participants have funded amounts greater than $106,000,000, such coverage shall be covered under ADC's Property Insurance as specified in 13.1(b) up to $120,000,000.     (e)  Other Insurance.  Such other insurance, in each case as is generally carried by Lessee or its Affiliates for similar properties owned or leased by any of them or by other owners of similar properties in such amounts and against such risks as are then customary for properties similar in use and to the extent required by any Participant, and flood insurance to the extent reasonably required by the Agent Lessor.     SECTION 13.2.  Insurance Coverage.  The insurance coverage required in Section 13.1 shall be written by reputable insurance companies that are financially sound and solvent and otherwise reasonably appropriate considering the amount and type of insurance being provided by such companies. Any insurance company selected by Lessee shall be rated in A.M. Best's Insurance Guide or any successor thereto (or if there be none, an organization having a similar national reputation) and shall have a general policyholder rating of "A" (or comparable rating for a rating by an organization other than A.M. Best) and a financial rating of at least "X" (or comparable rating for a rating by an organization other than A.M. Best) or be otherwise acceptable to the Required Participants. In the case of liability insurance maintained by Lessee, it shall name Agent Lessor (both in its individual capacity and as agent) and each of the Participants, as additional insureds and, in the case of property insurance maintained by Lessee, it shall name Agent Lessor, as mortgagee and sole loss payee. Each policy referred to in Section 13.1 shall provide that: (i)  it will not be canceled, or allowed to lapse without renewal, except after not less than 30 days' prior written notice to Agent Lessor; (ii) the interests of Agent Lessor and any Participant shall not be invalidated by any act or negligence of or breach of warranty or representation by Lessee or any other Person having an interest in the Premises; (iii) such insurance is primary with respect to any other insurance carried by or available to Agent Lessor or any Participant; (iv) the insurer shall waive any right of subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against Agent Lessor and each Participant; and (v) such policy shall contain a cross-liability clause providing for coverage of Agent Lessor and each Participant, as if separate policies had been issued to each of them. Lessee will notify Agent Lessor promptly of any policy cancellation, reduction in policy limits, modification or amendment.     SECTION 13.3.  Delivery of Insurance Certificates.  Lessee shall deliver to the Administrative Agent certificates of insurance on or before the initial Advance Date, and within thirty (30) days following the initial Advance Date certified copies of insurance policies, satisfactory to the Administrative Agent and the Participants evidencing the existence of all insurance required to be maintained hereunder and setting forth the respective coverages, limits of liability, carrier, policy number and period of coverage. Thereafter, throughout the Term, at the time each of Lessee's insurance policies is renewed (but in no event less frequently than once each year) or upon written request by Agent Lessor following a Lease Event of Default, Lessee shall deliver to Agent Lessor certificates of insurance evidencing that all insurance required by Sections 13.1 and 13.2 to be maintained by Lessee is in effect. The foregoing requirements are in addition to Lessee's insurance obligations, as Construction Agent, in the Construction Agency Agreement.     SECTION 13.4.  Insurance by Agent Lessor or any Participant.  Each of Agent Lessor or any Participant may at its own expense carry insurance with respect to its interest in the Premises, and any insurance payments received from policies maintained by Agent Lessor or any Participant shall be retained by Agent Lessor or such Participant, as the case may be, without reducing or otherwise affecting Lessee's obligations hereunder.

ARTICLE XIV CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS     SECTION 14.1.  Casualty and Condemnation.       (a) Subject to the provisions of this Article XIV, if all or a portion of the Premises is damaged or destroyed in whole or in part by a Casualty (other than a Significant Casualty), any insurance proceeds payable with respect to such Casualty up to $100,000 shall be paid directly to Lessee, or if received by Agent Lessor or the Participants, shall be paid over to Lessee and shall be used by Lessee solely for the reconstruction, refurbishment and repair of the Premises, and if the use, access, occupancy, easement rights or title to the Premises or any part thereof is the subject of a Condemnation (other than a Significant Condemnation), then any award or compensation relating thereto up to Five Million Dollars ($5,000,000) shall be paid to Lessee and shall be used by Lessee solely for the restoration of the Premises. Any insurance proceeds or condemnation award or compensation in excess of Five Million Dollars ($5,000,000) for any single Casualty or Condemnation or which are payable with respect to a Casualty or Condemnation occurring prior to the Base Term Commencement Date shall be held in trust by Agent Lessor in a segregated account for reimbursement to Lessee from time to time during the course of Lessee's restoration of the Premises and compliance with the provisions of Section 9.1 and to fund the payment of Tranche A Basic Rent and Tranche B Basic Rent and Tranche C Equity Basic Rent accruing on the Certificates and the payment of fees accruing during such period. Any such amounts held by Agent Lessor shall be invested by Agent Lessor at the direction of Lessee from time to time, with all interest and earnings on such investments being payable to Lessee promptly upon receipt thereof by Agent Lessor from time to time. All amounts held by Agent Lessor or any of the Participants on account of any award, compensation or insurance proceeds paid directly to or otherwise received by Agent Lessor or any of the Participants shall promptly be remitted to Lessee (or if the immediately preceding sentence is applicable, Agent Lessor) to be applied in accordance with this Section 14.1. Notwithstanding the foregoing, if any Lease Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to Agent Lessor or, if received by Lessee, shall be held in trust for the Participants and shall be paid over by Lessee to Agent Lessor to be distributed by Agent Lessor in accordance with the Participation Agreement. All amounts held by Agent Lessor on account of any award, compensation or insurance proceeds either paid directly to Agent Lessor or turned over to Agent Lessor, in each case after the occurrence and during the continuance of a Lease Event of Default shall at the option of Agent Lessor (at the direction of the Required Participants) either be (A) paid to Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with this clause (a), or (B) applied to the Lease Balance and any other amounts owed by Lessee under the Operative Documents in accordance with Article XVI.     (b) In the event any part of the Premises becomes subject to condemnation or requisition proceedings during the Term, (i) Lessee shall, not later than (10) days after such occurrence, deliver to Agent Lessor an estimate of the amount necessary to rebuild or restore the Premises, in Lessee's reasonable judgment (the "Estimate"), which Estimate shall state whether such Casualty or Condemnation has resulted in a Construction Casualty Event and (ii) Lessee shall give notice thereof to Agent Lessor promptly after Lessee has knowledge thereof and, to the extent permitted by Applicable Laws, Lessee shall control the negotiations with the relevant Governmental Authority unless a Lease Event of Default exists or such condemnation or requisition occurs during the Interim Term in which case Agent Lessor shall be entitled to control such negotiations; provided, that in any event, Agent Lessor may participate at Agent Lessor's expense (or if a Lease Event of Default exists or such condemnation or requisition occurs during the Interim Term, at Lessee's expense) in such negotiations; and provided  in all cases, that no settlement will be made without Agent Lessor's prior written consent. Lessee shall give to Agent Lessor such information, and copies of such documents, which relate to such proceedings, or which relate to the settlement of amounts due under insurance policies required by Article XIII, and are in the possession of Lessee, as are reasonably requested by Agent Lessor. If the proceedings relate to a Significant Condemnation, Lessee shall act diligently in connection therewith. Nothing contained in this Section 14.1(b) shall diminish Agent Lessor's rights with respect to condemnation awards and property insurance proceeds under Articles XIII  or XIV.     (c) In no event shall a Casualty or Condemnation affect Lessee's obligations to pay Rent pursuant to Section 3.1  or to perform its obligations and pay any amounts due on the Expiration Date or pursuant to Articles XVIII  and XXI.     (d) If, pursuant to this Article XIV, this Lease shall continue in full force and effect following a Casualty or Condemnation, Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Premises in accordance with this clause (d) Lessee shall pay the shortfall, unless such Casualty or Condemnation occurs during the Interim Term and did not arise as a result of, and is not related to, a Lessee Related Event, in which case Lessee's liability shall be as provided for in Section 14.1(e)), promptly and diligently repair any damage to the Premises caused by such Casualty or Condemnation in conformity with the requirements of Sections 9.1 and 10.1 using the as-built Approved Plans and Specifications for the Premises (as modified to give effect to any subsequent Modifications, any Condemnation affecting the Premises and all applicable Requirements of Law) so as to restore the Premises to at least the same condition and value as existed immediately prior to such Casualty or Condemnation. In such event, title to the Premises shall remain with Agent Lessor subject to the terms of this Lease. Upon completion of such restoration, Lessee shall furnish Agent Lessor a Responsible Officer's Certificate confirming that such restoration has been completed pursuant to this Lease.     (e) Notwithstanding any provision to the contrary contained herein (including in Article XV), should a Casualty or Condemnation occur during the Interim Term, Lessee shall have no recourse liability to fund any shortfall in available insurance proceeds as required pursuant to Section 14.1(d) or to pay amounts to purchase the Premises in accordance with Article XV unless such shortfall, Casualty or Condemnation arose as a result of or was otherwise related to a Lessee Related Event, in which case such limitation on Lessee's liability shall not apply. Notwithstanding the foregoing, the limitation in this Section 14.1(e)  shall not relieve Lessee of its obligations to repair, rebuild or reconstruct under Section 14.1(d)  with any insurance proceeds, condemnation awards, and, if the Participants elect, additional amounts funded by Lessee up to a maximum amount of the Construction Recourse Amount. "Lessee Related Event" shall mean any act or omission of Lessee or any Construction Agency Person, including, without limitation, any breach under any Operative Document (including the insurance provisions at Article XIII and in the Construction Agency Agreement) or Construction Document and, in any case, any fraud, misapplication of funds, illegal acts or willful misconduct by any such Person.     SECTION 14.2.  Environmental Matters.  At Lessee's sole cost and expense, Lessee shall promptly and diligently commence any response, clean up, remedial or other action necessary to cure any Environmental Violation with respect to the Premises.     SECTION 14.3.  Notice of Environmental Matters.  Lessee shall promptly provide to Agent Lessor written notice of any pending or threatened claim, action or proceeding involving any Environmental Violation or any Release on, at, under or from the Premises, of which claim, action or proceeding Lessee has received written notice or has knowledge and which violation or Release in the reasonable opinion of the Lessee and Agent Lessor (provided that if the parties are unable to agree, then Agent Lessor shall designate an environmental engineering firm reasonably acceptable to Lessee which shall make such determination, at Lessee's expense, which determination shall be binding upon the parties) could require in excess of Five Million Dollars ($5,000,000) in response costs to remedy the same, or which could result in the imposition of criminal penalties upon Agent Lessor or any Participant (any such violation, claim, action, proceeding or Release, a "Material Environmental Violation"). All such notices shall describe in reasonable detail the nature of the Material Environmental Violation, including any claims, actions or proceedings in respect thereof, and Lessee's proposed response thereto. In addition, Lessee shall provide to Agent Lessor, within ten (10) Business Days of receipt, copies of all written communications with any Governmental Authority relating to any such Material Environmental Violation. Lessee shall also promptly provide such detailed reports of any such Material Environmental Violations as may reasonably be requested by Agent Lessor. Upon completion of response actions with respect to such Material Environmental Violation by Lessee, Lessee shall cause to be prepared by an environmental consultant reasonably acceptable to Agent Lessor a report describing the Material Environmental Violation and the actions taken by Lessee (or its agents) in response to such Material Environmental Violation, and a statement by the consultant that the Material Environmental Violation has been remedied in compliance in all material respects with applicable Environmental Law. Each such Material Environmental Violation shall be so remedied prior to the Expiration Date unless the Premises have been purchased by Lessee (or its designee) in accordance with Article XV or Article XVIII. Nothing in this  Article XIV shall reduce or limit Lessee's obligations elsewhere in this Lease or under the Participation Agreement.

ARTICLE XV TERMINATION OF LEASE     SECTION 15.1.  Termination upon Certain Events.       (a) If any of the following occurs during the Term with respect to the Premises:      (i) a Significant Condemnation occurs;     (ii) a Significant Casualty occurs; or     (iii) an Environmental Violation occurs or is discovered and the cost of response to cure the Environmental Violation is, in the reasonable judgment of Agent Lessor, in excess of Ten Million Dollars ($10,000,000). Agent Lessor may elect to terminate this Lease by giving written notice (a "Termination Notice") to Lessee that, as a consequence of such event, this Lease is to be terminated.     (b) Following Lessee's receipt of the Termination Notice, unless Section 15.1(c)  below is applicable, then Lessee shall be obligated to purchase Agent Lessor's interest in the Premises on or prior to the next occurring Payment Date (but in no event any earlier than ten (10) Business Days from the date Lessee receives the applicable Termination Notice) by paying Agent Lessor an amount equal to the Purchase Amount.

ARTICLE XXIII NO MERGER OF TITLE     SECTION 23.1.  No Merger of Title.  There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, in whole or in part, (a) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate, (b) the fee or ground leasehold estate in the Premises, except as may expressly be stated in a written instrument duly executed and delivered by the appropriate Person or (c) a beneficial interest in Agent Lessor.

ARTICLE XXIV INTENT OF THE PARTIES     SECTION 24.1.  Nature of Transaction.  It is the intention of the parties that:     (a) the Overall Transaction constitutes an operating lease from Agent Lessor to Lessee for purposes of Lessee's financial reporting, including, without limitation, under Financial Accounting Standards Board Statement No. 13;     (b) for all other purposes, including federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based, including FIRREA), and real estate law, commercial law and Uniform Commercial Code purposes:      (i) the Overall Transaction (including, without limitation, the transactions and activities during the Construction Period referred to or contemplated by the Construction Agency Agreement, subject to the limitations in Article XIII of the Participation Agreement) constitutes a financing by the Participants to Lessee and preserves beneficial ownership in the Premises in Lessee, Lessee will be entitled to all tax benefits ordinarily available to owners of property similar to the Premises for tax purposes and the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; and     (ii) in order to secure the obligations of Lessee now existing or hereafter arising under any of the Operative Documents, this Lease creates, and Lessee hereby grants, conveys, assigns, mortgages and transfers a first priority security interest or a lien, as the case may be, in the Premises and the other Collateral in favor of Agent Lessor, and for the benefit of the Participants, and Lessee does hereby irrevocably GRANT, BARGAIN, SELL, ALIENATE, REMISE, RELEASE, CONFIRM AND CONVEY to Agent Lessor, and for the benefit of the Participants, a Lien, deed of trust and mortgage on all right, title and interest of Lessee in and to the Premises. Nevertheless, Lessee acknowledges and agrees that none of Agent Lessor or any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate.     (c) Specifically, but without limiting the generality of subsection (b) of this Section 24.1, Agent Lessor and Lessee further intend and agree that, with respect to that portion of the Premises constituting personal property, for the purpose of securing Lessee's obligations for the repayment of the above-described loans from Agent Lessor and the Participants to Lessee, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessee to Agent Lessor, for the benefit of the Participants, of a mortgage lien and security interest in all of Lessee's present and future right, title and interest in and to such portion of the Premises, including but not limited to Lessee's leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure such loans, effective on the date hereof, to have and to hold such interests in the Premises unto Agent Lessor, for the benefit of the Participants; (iii) the possession by Agent Lessor of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Agent Lessor and Lessee shall, to the extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Premises in accordance with this Section, such security interest would be deemed to be a perfected security interest with priority over all Liens other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term.

ARTICLE XXV MISCELLANEOUS     SECTION 25.1.  Survival; Severability; Etc.  Anything contained in this Lease to the contrary notwithstanding, all claims against and liabilities of Lessee or Agent Lessor arising from events commencing prior to the expiration or earlier termination of this Lease shall survive such expiration or earlier termination for a period of one year except as to indemnification which shall continue to survive. If any term or provision of this Lease or any application thereof shall be declared by a court of competent jurisdiction invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be affected thereby. If any right or option of Lessee provided in this Lease, including any right or option described in Articles XIV, XV, XVIII, XIX  or XX, would, in the absence of the limitation imposed by this sentence, be invalid or unenforceable as being in violation of the rule against perpetuities or any other rule of law relating to the vesting of an interest in or the suspension of the power of alienation of property, then such right or option shall be exercisable only during the period which shall end twenty-one (21) years after the date of death of the last survivor of the descendants of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, the former President of the United States, ▇▇▇▇▇ ▇▇▇▇, the deceased automobile manufacturer, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, the founder of the Standard Oil Company, known to be alive on the date of the execution, acknowledgment and delivery of this Lease.     SECTION 25.2.  Amendments and Modifications.  Subject to the requirements, restrictions and conditions set forth in the Participation Agreement, neither this Lease nor any provision hereof may be amended, waived, discharged or terminated except by an instrument in writing in recordable form signed by Agent Lessor and Lessee.     SECTION 25.3.  No Waiver.  No failure by Agent Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right, power or remedy upon a default hereunder, and no acceptance of full or partial payment of Rent during the continuance of any such default, shall constitute a waiver of any such default or of any such term. To the fullest extent permitted by law, no waiver of any default shall affect or alter this Lease, and this Lease shall continue in full force and effect with respect to any other then existing or subsequent default.     SECTION 25.4.  Notices.  All notices, demands, requests, consents, approvals and other communications hereunder shall be in writing and directed to the address described in, and deemed received in accordance with the provisions of, Section 15.3 of the Participation Agreement.     SECTION 25.5.  Successors and Assigns.  All the terms and provisions of this Lease shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.     SECTION 25.6.  Headings and Table of Contents.  The headings and table of contents in this Lease are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.     SECTION 25.7.  Counterparts.  This Lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same instrument.     SECTION 25.8.  GOVERNING LAW.  THIS LEASE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT AS TO MATTERS RELATING TO THE CREATION OF THE LEASEHOLD ESTATES HEREUNDER AND THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE IN WHICH SUCH ESTATES ARE LOCATED. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THAT THIS LEASE IS DEEMED TO CONSTITUTE A FINANCING, WHICH IS THE INTENTION OF THE PARTIES, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW), SHALL GOVERN THE CREATION, TERMS AND PROVISIONS OF THE INDEBTEDNESS EVIDENCED HEREBY, BUT ANY LIEN CREATED HEREBY AND THE CREATION, PERFECTION AND THE ENFORCEMENT OF SAID LIEN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE IN WHICH SUCH ESTATES ARE LOCATED.     SECTION 25.9.  Original Lease.  The single executed original of this Lease marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART" on the signature page thereof and containing the receipt thereof of Agent Lessor, on or following the signature page thereof shall be the Original Executed Counterpart of this Lease (the "Original Executed Counterpart"). To the extent that this Lease constitutes chattel paper, as such term is defined in the Uniform Commercial Code, no security interest in this Lease may be created through the transfer or possession of any counterpart other than the Original Executed Counterpart.     SECTION 25.10.  Limitations on Recourse.  The parties hereto agree that, except as specifically set forth in this Lease or in any other Operative Document, Lease Plan North America, Inc. shall have no personal liability whatsoever to Lessee or its respective successors and assigns for any claim based on or in respect of this Lease or any of the other Operative Documents or arising in any way from the Overall Transaction; provided, however, that Lease Plan North America, Inc. shall be liable in its individual capacity (a) for its own willful misconduct or gross negligence (or negligence in the handling of funds), (b) for any Tax based on, with respect to or measured by any income, fees, commission, compensation or other amounts received by it as compensation for services (including for acting as Agent Lessor) or otherwise under, or as contemplated by, the Operative Documents, (c) Lessor Liens on the Premises which are attributable to it, (d) for its representations and warranties made in its individual capacity in the Participation Agreement or in any certificate or documents delivered pursuant thereto, (e) for its failure to perform any of its covenants and agreements set forth in the Participation Agreement or any other Operative Document, and (f) as otherwise expressly provided in the Operative Documents. The provisions of Article XVI of the Participation Agreement are incorporated herein by reference as if fully set forth herein.

[END OF PAGE] [SIGNATURE PAGES FOLLOW]     IN WITNESS WHEREOF, the parties have caused this Lease be duly executed and delivered as of the date first above written. ADC TELECOMMUNICATIONS, INC., as Lessee and Mortgagor By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇