Ground lease Lessee to construct improvements (161

GROUND LEASE

by and between STATE OF MINNESOTA, BY AND THROUGH

MINNESOTA STATE COLLEGES & UNIVERSITIESON BEHALF OF [CAMPUS]

And____________________

withLESSEE TO CONSTRUCT IMPROVEMENTS

INDEX

Section 1Defined Terms.xSection 2Leased Property. x

Section 3Lease Term.xSection 4Rent.xSection 5Title to Leased Property.xSection 6Condition of Leased Property.xSection 7Covenant of Quiet Enjoyment.xSection 8Construction of Project.xSection 9Construction of Additional Facilities.xSection 10Ownership of Buildings, Structures and Other Facilities.x

Section 11Holding Over.xSection 12Surrender.xSection 13Abandonment of Premises.xSection 14Use of Leased Property.xSection 15Prohibited Uses.xSection 16Prohibition of Involuntary Assignment.x

Section 17Utilities, Licenses and Fees.xSection 18Taxes and Assessment.xSection 19Payment of Debts, Taxes, and Other Charges; Contests.xSection 20Waste and Nuisance Prohibited.xSection 21Impairment of Title, Liens, Charges and Encumbrances.x

Section 22SignagexSection 23Vehicular TrafficxSection 24Maintenance and Repairs.xSection 25Inspections.xSection 26Insurance.xSection 27Damage or Destruction of Leased Property.xSection 28Eminent Domain.xSection 29Assignment and Sublease.xSection 30Compliance with Laws, Ordinances, Regulations,x

and Insurance Requirements.Section 31Lessors Right to Perform. x

Section 32Estoppel Certificates.xSection 33.Books, Accounts and Records.xSection 34.Lessee Representations and Warranties.xSection 35Event(s) of Default.xSection 36Remedies.xSection 37Notification of Event of Default.xSection 38Notices.xSection 39Waiver of Breach.xSection 40Delays.xSection 41Indemnification.xSection 42No Merger.xSection 43Attorney Fees.xSection 44Arbitration and Appraisal.xSection 45Bankruptcy.xSection 46Non-DiscriminationxSection 47Affirmative ActionxSection 48Time is of the Essence.xSection 49Persons Bound.xSection 50Short Form LeasexSection 51Entire Agreement.xSection 52Modifications.xSection 53Headings.xSection 54Enforceability.xSection 55Governing Law and Venue.xSection 56Counterparts.xSection 57Additional Documents.xGROUND LEASE

THIS GROUND LEASE WITH LESSEE TO CONSTRUCT FACILITIES (Lease Agreement) shall be effective the ___ day of _______________, 20__ (Effective Date) and is entered into by and between the State of Minnesota, by and through the Board of Trustees of Minnesota State Colleges & Universities, on behalf of

(Lessor) a governmental entity of the State of Minnesota with its principal offices located at 30 E. 7th Street, St. Paul, Minnesota 55101, and ____________ (Lessee), a corporation organized and existing under the laws of the State of _____________, with its principal office located at ________________, City of __________, County of ______________, State of _________________.

THE PARTIES HERETO in mutual consideration of the covenants, provisions and warranties contained herein agree as follows:

Section 1 Defined Terms. As used in this Lease Agreement, the following terms shall have the meanings set out respectively after each such term (the meanings to be equally applicable to both the singular and plural forms of the terms defined), unless the context specifically indicates otherwise:

Effective Date means the date identified as such in the lead-in paragraph to this Lease Agreement, which is the date on which this Lease Agreement becomes effective.

Facilities means the Project, all improvements and expansions thereto, and all additional buildings and structures that Lessee may construct on the Leased Property.

Lease Agreement means this Ground Lease by and between Lessor and Lessee with Lessee to Construct Facilities.

Leased Property means that certain real property situated in the County of Anoka, State of Minnesota that is legally described in Exhibit I attached hereto, along with all easements, rights, privileges and appurtenances relating thereto.

Lessee means the entity identified as Lessee in the lead in paragraph to this Lease Agreement.

Lessor means the Minnesota State Colleges & Universities, a governmental entity of the State of Minnesota.

Permitted Encumbrances means those encumbrances, if any, specifically identified in Exhibit II attached hereto and incorporated herein by reference, along with any other encumbrances that Lessor consents to in writing after the Effective Date.Project means the project described in Exhibit III attached hereto and incorporated herein by reference that Lessee is required to construct on the Lease Property, and which shall be constructed in accordance with the terms and conditions contained in that certain development agreement that has been or will be entered into by and between the Lessor and Lessee relating to such construction.

All pronouns and any variations of the same shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or persons may require.

Section 2 Leased Property. Lessor leases to Lessee the Leased Property for the term of this Lease Agreement and on the terms and conditions delineated herein, and for the purposes specified in Section 14 herein and such other lawful business purposes that may be consented to by Lessor, in writing.

Section 3 Lease Term. Subject to the terms, provisions, covenants, and conditions of this Lease Agreement, Lessee shall have, hold, possess, and enjoy the Leased Property for an initial term of 30 years, which shall begin on the Effective Date.

Section 4 Rent. Lessee covenants and agrees to pay to Lessor as rent for the Leased Property during the term of this Lease Agreement the following amounts of rent

*--------------------------------- per annum,.

Such rents shall be payable semi-annually in two equal installments due on or before the 10th day of January and July of each calendar year during the term of this Lease Agreement, and shall be absolutely net to Lessor so that this Lease Agreement shall, except as provided to the contrary herein, yield net to Lessor the rent as provided above to be paid in each year during the term of this Lease Agreement. For any calendar year that Lessee is not in possession of the Leased Property for the entire calendar year, such rent shall be prorated over the time period that Lessee is in possession of the Leased Property, provided that the date on which the rent payments are due shall not change. All costs, expenses, and obligations of every kind and nature whatever relating to the Leased Property and Facilities, including, but not limited to, costs of operation thereof, taxes, and other amounts due and owing because of the ownership or operation thereof, which may arise or become due during the term of this Lease Agreement shall be the sole responsibility of and paid by Lessee, and Lessor shall not, notwithstanding anything to the contrary contained herein, be responsible for any costs associated with the Leased Property or Facilities.

Lessee shall protect, hold harmless, defend and indemnify Lessor from and against all such costs, expenses and obligations associated with the Leased Property and Facilities.

All rent payments shall be made in lawful money of the United States and shall be paid to Lessor at its office located at ______________, or by such other manner or at such other place as may be designated in writing from time to time by Lessor.

Section 5 Title to Leased Property. Lessor represents and warrants to Lessee that it has, or will acquire, fee simple title to the Leased Property, and has the power and authority to execute and deliver this Lease Agreement and to carry out and perform all covenants to be performed by Lessor under this Lease Agreement. The Leased Property are subject to all zoning regulations, restrictions, easements, rules, and ordinances, building restrictions, and other laws and regulations now or record or in effect or which may in future be adopted by any governmental authority having jurisdiction thereover.

Lessee acknowledges and agrees that it has examined the title to the Leased Property and has found the same to be satisfactory for its intended purposes.

Section 6 Condition of Leased Property. Lessee acknowledges and agrees that it has examined and knows the condition of the Leased Property and stipulates that the Leased Property is, as of the Effective Date, in good order, good repair, safe, and clean condition, and accepts the Leased Property on an as is condition.

Lessee agrees and acknowledges that Lessor is leasing the Leased Property to Lessee without any obligation of any kind to make any additions or improvements thereto or alterations thereof. Lessor further agrees and acknowledges that other than those representation and warranties expressly set forth in this Lease Agreement, neither Lessor nor any agent, representative or employee of Lessor has made any representations or warranties as to (i) the condition or repair of the Leased Property prior to or at the Effective Date, (ii) the utility, fitness, suitability or adequacy of the Leased Property for the construction or operation of the Facilities and use of the Leased Property for any purposes disclosed or intended by Lessee.

Lessor specifically disclaims and this Lease Agreement shall not be interpreted to include any implied warranties as to the utility, fitness, suitability or adequacy of the Leased Property for the construction or operation of the Facilities or use of the Leased Property for any purposes disclosed or intended by Lessee.

Section 7 Covenant of Quiet Enjoyment. Lessor covenants that if and so long as Lessee keeps and performs each and every covenant, agreement, term, provision, and condition contained in this Lease Agreement on the part and on behalf of Lessee to be kept and performed, Lessee shall have quiet and peaceable possession and enjoyment of the Leased Property during the term of this Lease Agreement.

Section 8 Construction of Project. Lessee shall be solely responsible for the construction of the Project and all of the costs and expenses associated therewith. This Lease Agreement shall terminate and no longer be on any force or effect if the construction of the Project is not started on before the ___ day of _________, 200_, or is not fully completed and placed into operation on or before the __ day of ____________, 20__.

Section 9 Construction of Additional Facilities. Lessee shall, at its sole cost and expense and with no cost to Lessor, have the right to make additions, alterations, and changes in or to the Leased Property and Facilities, which may include and is not limited to the construction of additional buildings and structures on the Leased Property; provided that Lessee shall not then be in default under this Lease Agreement and Lessee complies with the following requirements.

A. No such additions, alterations, or changes of any kind shall be made without the prior written consent of Lessor if such additions, alterations, or changes will (i) cost more than $_______________, (ii) change the general character, external appearance, or structure of the Facilities, or (iii) reduce or impair the value, rental, rental value, rentability, or usefulness of any part of the Leased Property or Facilities.

B. All additions, alterations, or changes that will cost $________________ or more shall not be undertaken until Lessor and Lessee have agreed and entered into a development agreement that will control such additions, alterations, or changes.

Section 10 Ownership of Facilities. All of the Facilities shall be owned by and the property of Lessee, subject to the provisions contained in Section 12.C herein regarding transfer of title thereto and ownership thereof to Lessor upon the termination of this Lease Agreement.

Section 11 Holding Over. No holding over by Lessee after the termination or expiration of the term of this Lease Agreement shall be considered to be a renewal or extension of this Lease Agreement unless written approval of the holding over and a definite agreement to that effect is signed by Lessor defining the length and terms and conditions of such additional term. Any holding over without the consent of Lessor shall be considered to be a day-to-day tenancy at a rental rate of three times the daily rental rate imposed hereunder based upon a 360 day year consisting of 12 months of 30 days each.

Section 12 Surrender, Transfer of Title and Ownership, Removal of Facilities. Upon the expiration or earlier termination of this Lease Agreement, Lessee shall perform all of the following acts.

A. Quit and surrender all of the Leased Property to Lessor in good order and condition, except for ordinary wear and tear and except for any part or parts of the Leased Property that shall have been taken in a condemnation proceeding. If Lessee does not quit and surrender the Leased Property upon the expiration or other termination of this Lease Agreement, then Lessor may, without the requirement of any further notice, (i) enter on, reenter, possess and repossess all of the Leased Property by force, summary proceedings, ejectment, or otherwise, and may dispossess and remove Lessee and all other persons and property from the Leased Property, and (ii) have, hold, and enjoy all of the Leased Property and the right to receive all rental and other income of and from the same.

B. Remove, or cause to be removed, from the Leased Property any personal property belonging to Lessee or third parties that can be so removed without material damage to any part of the Leased Property and repair, at Lessees sole cost and expense, any damage caused by such removal. Personal property not so removed shall be deemed to have been abandoned by Lessee and shall become the property of Lessor, and Lessor, at its sole option, may thereafter cause such property to be removed from the Leased Property and disposed of in any manner without Lessor incurring any liability to Lessee or any other entity for such acts.

C. Upon direction of Lessor, at its sole option and discretion, either convey full and complete title to and ownership of all of the Facilities to Lessor, or, at Lessee's sole cost and expense, remove all of the Facilities from the Leased Property and restore the Leased Property to substantially the same condition that it was in on the date that Lessee first took possession of the Leased Property under this Lease Agreement. If Lessee is required to convey full and complete title to and ownership of all of the Facilities to Lessor and fails to do so, Lessee hereby grants to Lessor a non-revocable and durable power of attorney to Lessor and appoints Lessor as its attorney-in-fact to execute any and all documents necessary to accomplish such transfer of title and ownership.

D. Execute and deliver to Lessor any and all documents that Lessor may request to establish the expiration or earlier termination of this Lease Agreement, or surrender of the Facilities, or transfer of title to and ownership of all of the Facilities from Lessee to Lessor.

The voluntary or other surrender of this Lease Agreement by Lessee, termination by Lessor, or a mutual cancellation of this Lease Agreement, shall, at the sole option and discretion of Lessor, terminate any or all existing subleases, or may, at the sole option and discretion of Lessor, operate as an assignment to Lessor of any or all such subleases.

Section 13 Abandonment of Leased Property or Facilities. Lessee shall not vacate or abandon any part of the Leased Property or Facilities at any time during the term of this Lease Agreement. If Lessee abandons, vacates, or surrenders any part of the Leased Property or Facilities, or is dispossessed from same by process of law or otherwise, any personal property belonging to Lessee and left on the Leased Property or in the Facilities shall, at the option of Lessor, be deemed to be abandoned by Lessee and shall become the property of Lessor, and at the sole option and discretion of Lessor and upon written demand by Lessor, Lessee shall, at its sole cost and expense, cause such property to be removed from the Leased Property and disposed of in any manner without Lessor incurring any liability to Lessee or any other entity for such acts.

Section 14 Use of Leased Property. Lessee is granted the right to occupy and use the Leased Property only for the construction, development, and operation of the Facilities, and for such other lawful purpose approved by Lessor, in writing. Lessee shall, at its sole cost and expense, comply with all requirements pertaining to the Leased Property and Facilities imposed by any insurance organization or company that is necessary for the maintenance of the insurance required by this Lease Agreement.Section 15 Prohibited Uses. Lessee shall not use any part of the Leased Property or Facilities, or permit any part thereof to be used, for any purpose or purposes other than the purpose or purposes for which the Leased Property is leased to Lessee under this Lease Agreement. No use shall be made, or permitted to be made, of any part of the Leased Property or Facilities, or acts done, which will be in violation of any provision of or cause a cancellation of any insurance policy covering any part of the buildings, structures, or improvements located on the Leased Property, nor shall Lessee sell, or permit to be kept, used, or sold, in or about the Leased Property or Facilities any article that may be prohibited by the standard form of fire insurance policies. Lessee shall also not use any part of the Leased Property or Facilities, or permit any part thereof to be used, for any other purpose or any act or thing that is contrary to any law, rule, regulation, or ordinance affecting or pertaining to the Leased Property or Facilities, that impairs the value or usefulness of any part of the Leased Property or Facilities, or constitutes a public or private nuisance or waste.Section 16 Prohibition of Involuntary Assignment. Neither this Lease Agreement, the leasehold estate of Lessee, nor any interest of Lessee in any part the Leased Property or Facilities under this Lease Agreement shall be subject to involuntary assignment, transfer, sale, or to assignment, transfer, or sale by operation of law in any manner whatever (except through statutory merger or consolidation, or devise, or intestate succession), and any attempt at involuntary assignment, transfer, or sale shall be void and of no force or effect.

Section 17 Utilities, Licenses and Fees. Lessee agrees to pay when due all charges and costs for water, gas, heat, air conditioning, electricity, telephone, and other utilities and services from time to time furnished to or consumed in or on the Leased Property or Facilities, including, without limitation by reason of specification, any sewerage taxes or charges. Lessor shall incur no liability whatever and the obligations of Lessee under this Lease Agreement shall not be diminished or affected by reason of the unavailability, change, or cessation of any utility service on, to, or for any part of the Leased Property or Facilities; provided, however, if the cessation of utilities is due to an act or omission of Lessor and causes a substantial part of the Leased Property to become untenantable all rent shall abate during the continuance of such cessation.

Lessee shall also acquire and pay for all permits and licenses that may be required for the operation of Lessees business on the Leased Property or in the Facilities, and shall pay when due all occupation taxes, curb cut permit fees, and any other charges levied against the Leased Property or Facilities, whether or not of a similar nature. Since it is intended that this Lease Agreement shall provide Lessor with a net return in the amount of the rent provided for herein, Lessee shall, in addition to all obligations expressly imposed on it by the other provisions of this Lease Agreement, pay any and all charges, costs, and expenses arising out of or relating to its construction of the Facilities, occupancy or use of the Leased Property and Facilities, the operation of its business on the Leased Property or in the Facilities, and Lessor shall have no responsibility of any kind for any of such amounts.

Section 18 Taxes and Assessment.A. During the entire term of this Lease Agreement Lessee shall , save and except for those items that are specifically excepted in this Lease Agreement, pay and discharge promptly as they become due and before delinquency all taxes, payments in lieu of taxes, assessments, rates, charges, license fees, municipal liens, levies, excises, or imposts, whether general, special, ordinary or extraordinary, of every name, nature, and kind whatever, including all governmental charges of whatever name, nature, or kind, which may be levied, assessed, charged, or imposed, or which may become a lien or charge on any part of the Leased Property or Facilities, on Lessees estate which may be a subject of taxation, or on Lessor by reason of its ownership of the fee underlying this Lease Agreement.

B. Specifically, and without in any way limiting the generality of paragraph A of this Section 18, Lessee shall pay all amounts it is required to pay under such paragraph as they shall fall due and before they shall become delinquent and as required by the act and proceedings under which any such amounts are made by any municipal or political subdivision. If the right is given to pay either in one sum or in installments, Lessee may elect either mode of payment and its election shall be binding on Lessor. If by making any such election to pay in installments any of such installments shall be payable after the expiration or termination of this Lease Agreement, such unpaid installments due and owing at such expiration or termination shall be paid in one lump sum by Lessee on or before the date of such expiration or termination.

C. Notwithstanding anything in this Section 18 to the contrary, Lessee shall not be required to pay any estate, gift, inheritance, succession, franchise, income, or excess profits taxes that may be payable by Lessor or Lessors legal representative, successors, or assigns, nor shall Lessee be required to pay any tax that might become due on account of ownership of property other than Leased Property and Facilities that may become a lien on the Leased Property or Facilities, or collectible out of such lien.

D. If Lessee shall in good faith desire to contest the validity or amount of any tax, assessment, levy, or other governmental charge that Lessee is required to pay under this Lease Agreement, Lessee shall be permitted to do so and to defer the payment of the tax or charge or contest the validity or amount thereof until final determination of the contest on giving to Lessor written notice of the contest prior to the commencement of any such contest, which shall be at least 90 days prior to delinquency, and on protecting Lessor on demand by a good and sufficient surety bond against any such tax, levy, assessment, rate, or governmental charge, and from any costs, liability, or damage arising out of any such contest.

E. All rebates on account of any taxes, rates, levies, charges, or assessments, required to be paid and paid by Lessee under this Lease Agreement shall belong to Lessee. Lessor shall, on the request of Lessee, execute any receipts, assignments, or other acquittances that may be necessary in order to secure the recovery of any such rebates, and will pay over to Lessee any rebates that may be received by Lessor.

F. Lessee shall obtain and deliver to Lessor original, duplicates, or copies of receipts for all taxes, assessments, and other items that Lessee is required to pay under this Lease Agreement promptly thereof.

Section 19 Payment of Debts and Other Charges; Contests.A. Lessee shall pay, or cause to be paid, all installments of interest and amortization required to be paid under the Permitted Encumbrances, and all other sums and charges which may be payable under the Permitted Encumbrances, as and when the same become due and payable. Lessee shall duly and punctually perform, observe, and comply with, or cause to be performed, observed, and complied with, each and every obligation of Lessee under the Permitted Encumbrances, to the end that no event of default shall occur thereunder.

B. Lessee may, at its expense and if legally required in the name of Lessor, contest, by appropriate legal proceedings conducted in good faith and with due diligence the amount or validity or application, in whole or in part, of any lien sought to be imposed or filed against any part of the Leased Property or Facilities; provided that:

(1) In the case of liens of mechanics, materialmen, suppliers, or vendors, or impositions or liens therefore, such proceedings shall suspend the collection of the same from Lessor, the Leased Property or Facilities, any interest in the Leased Property or Facilities, the rent due under this Lease Agreement, or any additional rent;

(2) The Leased Property and Facilities, any interest in the Leased Property and Facilities, the rent due under this Lease Agreement, or any additional rent or any portion of same, will not be in any material danger of being sold, forfeited, or lost solely by reason of such proceedings; and

(3) Lessor will not be in any danger of any civil or criminal liability by reason of such contest and no part of the Leased Property or Facilities will be subject to the imposition of any lien as a result of the failure to comply with any laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations, or other legal requirements.

C. If Lessee desires to contest any lien, it shall promptly notify Lessor of its intention to do so and in any event no later than 15 days after Lessee is notified of the filing of the lien or of the intent to file the lien. In that case and provided that Lessee shall on demand protect Lessor by a good and sufficient surety bond against any lien and any cost, liability, or damage arising out of such contest, Lessee shall not be in default under this Lease Agreement until 30 days after the final determination of the validity of the lien, within which time Lessee shall satisfy and discharge the lien to the extent held valid. However, the satisfaction and discharge of any lien shall not, in any case, be delayed until execution is had on any judgment rendered on the lien, and any such delay shall be a default of Lessee under this Lease Agreement.

D. Lessor shall, at the sole cost and expense of Lessee, cooperate with Lessee and execute any documents or pleadings legally required for any such contest.

E. In the event of any such contest, Lessee shall protect, hold harmless, defend and indemnify Lessor against any and all loss, expense, and damage resulting from such contest.

Section 20 Waste and Nuisance Prohibited. Lessee shall not commit, or suffer to be committed, any waste or nuisance on, in, or about the Leased Property or Facilities.

Section 21 Impairment of Title, Liens, Charges and Encumbrances.

A. Except as otherwise set forth in this Lease Agreement, Lessee shall not have the right, power, or permission to do any act or to make any agreement which may create, give rise to, or be the foundation for any right, title, interest, lien, charge, or other encumbrance on the estate of Lessor in any part of the Leased Property. In amplification and not in limitation of the foregoing, Lessee shall not permit any part of the Leased Property or Facilities to be used by any persons in such a manner as might reasonably tend to impair Lessors title to or interest in any part of the Leased Property, or in such manner as might reasonably make possible claims of adverse use or possession, prescription, dedication, or other similar claims of, in, to, or with respect to any part of the Leased Property or Facilities. Lessor may from time to time, but without affecting in any manner its rights or remedies under this Section 21 should it elect or fail or refuse to so do, impose on Lessee such rules or regulations as to the possession, occupancy or use of any part of the Leased Property or Facilities by any persons as may reasonably be consistent with Lessors protection against any such possible claim, all of which rules or regulations shall be fully and promptly performed and enforced by Lessee at Lessees own cost and expense.

B. Lessee shall not directly, or indirectly, create or permit to be created or to remain, and shall discharge any lien, encumbrance, or charge on, or pledge of, any part of the Leased Property or Facilities, Lessees interest in the Leased Property and Facilities, or the rent or additional rent due or to become due under this Lease Agreement, other than:

(1) This Lease Agreement and any assignment or sublease thereunder that have been consented to by Lessor, in writing;

(2) The Permitted Encumbrances;

(3) Any mortgage or deed of trust created by Lessor on any part of the Leased Property, or any other assignment, pledge, lien, encumbrance, charge, conditional sale, or title retention agreement affecting any part of the Leased Property or Facilities resulting solely from (i) any action by Lessor or any transferee, assignee, or mortgagee of Lessors interest in the Leased Property, or (ii) any liability or obligation on the part of the Lessor which Lessee is not obligated by this Lease Agreement to assume;(4) Liens for impositions not yet payable, or payable without the addition of any fine or penalty for nonpayment, or being contested as permitted herein;

(5) Easements, restrictions, minor title irregularities, and similar matters which have no adverse effect as a practical matter on the ownership and use of the Leased Property or Facilities and have been consented to by Lessor, in writing;

(6) Any subsequent mortgages, liens, or encumbrances crated by Lessee and consented to by Lessor, in writing; provided that as a condition to Lessor granting such consent Lessor may require the holder of such mortgage, encumbrance or lien, to enter into a document in recordable form that subordinates such mortgage, encumbrance or lien to this Lease Agreement, and in which such holder agrees to comply with all of the terms and conditions contained herein including, but not limited to, the terms and conditions regarding the use of insurance proceeds and condemnation awards; and

(7) Liens of mechanics, materialmen, suppliers, or vendors, or rights to same, incurred in the ordinary course of business for sums which under the terms of the related contracts are not yet due; provided that such a reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles shall have been made therefore.

C. Unless otherwise provided in this Lease Agreement, the making of any mortgage, pledge, or encumbrance by Lessee, even if approved in writing by Lessor, shall not operate to relieve Lessee from its obligations under this Lease Agreement.

D. Any consent by Lessor to a mortgage, pledge, or encumbrance shall be held to apply only to the specific transaction approved by Lessor. Such consent shall not be construed as a waiver of the duty of Lessee, or its successors or assigns, to obtain from Lessor written consent to any other or subsequent mortgage, pledge, or encumbrance, or any modification of a previously approved mortgage, pledge, or encumbrance, nor shall such consent be deemed or result in a modification or limitation of Lessors rights with respect to mortgages, pledges and encumbrances under this Lease Agreement.

E. Lessee shall keep all and every part of the Leased Property and Facilities free and clear of any and all mechanics, material suppliers, and other liens for or arising out of or in connection with work or labor done, services performed, or materials or appliances used or furnished for or in connection with the Leased Property or Facilities, the operation of the Leased Property or Facilities, any alteration, improvement, or repairs or additions that Lessee may make or permit or cause to be made, or any work or construction, by, for, or permitted by Lessee on or about the Leased Property or to the Facilities, or any obligations of any kind incurred by Lessee. Lessee shall at all times promptly and fully pay and discharge, subject to the right to contest as provided herein, any and all claims on which any such lien may or could be based, and protect, hold harmless, defend and indemnify Lessor from and against any and all such liens and claims of liens and suits or other proceedings pertaining to the Leased Property and Facilities.

F. Lessee shall give Lessor written notice no less than 30 days in advance of the commencement of any construction, alteration, addition, improvement, or repair to the Leased Property or Facilities estimated to cost in excess of $10,000.00 in order that Lessor may post appropriate notices of Lessors nonresponsibility.

G. If Lessee desires to contest any lien, it shall notify Lessor of its intention to do so within 15 days after the filing of the lien. In that case, and provided that Lessee shall on demand protect Lessor by a good and sufficient surety bond against any lien and any cost, liability, or damage arising out of such contest, Lessee shall not be in default under this Lease Agreement. In the event of any such contest, Lessee shall protect, defend and protect, hold harmless, defend and indemnify Lessor against any and all loss, expense, and damage resulting from such contest.

Section 22 Signage. Any and all signage that is placed on the Leased Property or in the Facilities must be approved by the Lessor, in writing, and Lessee shall not place or allow any other entity, including but not limited to sub-lessees, to place any signage on the Leased Property or in the Facilities without such written consent.

Section 23 Vehicular Traffic. Lessee shall comply, and require its employees, invitees, guests, and visitors to comply, with all rules and regulations governing conduct and vehicular traffic on and over the Leased Property as may be posted thereon from time to time by Lessee, Lessor, or any third party that has jurisdiction and enforcement authority thereover.

Section 24 Maintenance and Repairs. Lessee shall, at it sole expense, keep and maintain the Leased Property and Facilities, which shall include but not be limited to all buildings and structures that are a part thereof, in good condition and repair, all ordinary wear and tear excepted, and to that end shall make all ordinary and necessary repairs and replacements to the Leased Property and Facilities, including ordinary repairs and replacements that may be necessary from time to time to any part thereof, and to the electrical, plumbing, heating, air conditioning, and other equipment of all types on, in, or a part of the Leased Property and Facilities, and all ordinary repairs which may be necessary from time to time to the parking areas, driveways, sidewalks, lawns, landscaping and other facilities, and other outdoor areas on the Leased Property and appurtenances thereto. Lessee shall also, at its sole expense, keep any sidewalks that are part of or are adjoining to any part of the Leased Property free from snow, ice, rubbish, and other obstructions.

In addition to and not as any limitation to the above, Lessee shall also directly, or by way of a third party, (i) maintain the Leased Property and Facilities in a clean, safe, orderly condition, free of trash of any kind, (ii) provide adequate security against theft, vandalism or accidental loss of any kind whatsoever on the Leased Property or in the Facilities, and (iii) provide grounds maintenance for the Leased Property and Facilities, including but not limited to snow removal.

Section 25 Inspections. Lessee shall permit Lessor, its agents, employees, mortgagees, contractors, prospective lessees, lenders, and prospective purchasers of any part of the Leased Property to enter into and on all parts of the Leased Property and Facilities during Lessees business hours to inspect the same and to enforce or carry out any provisions of this Lease Agreement; provided that Lessor gives Lessee three days prior written notice (except in an emergency) and such inspection shall not unreasonably interfere with Lessees operation of such property.

Section 26 Insurance.A. Lessee, at its own expense, shall procure and maintain, or cause to be maintained, the following insurance throughout the term of the Lease Agreement:

(1). Commercial general liability insurance with limits of liability of not less than $5,000,000 per Occurrence and $10,000,000 annual aggregate for injury to persons including death and for damage to the property of others, which shall be written on a ISO form CG 2010 or equivalent (post 1998) and shall name the Lessor and the State of Minnesota as additional insureds thereunder.(2). Property Insurance on an all risks basis against physical loss or damage in amounts equal to the full replacement cost of the buildings, structures and tenant improvements and betterments that are located on or part of the Leased Premises, which shall name the Lessor and the State of Minnesota as loss payees thereunder.(3). Boiler & Machinery insurance covering buildings, fixtures, equipment, tenant improvements & betterments for loss or damage caused by explosion of steam boilers or similar equipment that are part of the Facilities, which shall name the Lessor and the State of Minnesota as loss payees thereunder.

(4) Workers Compensation Insurance with not less than statutory minimum limits.

(5) Employers Liability Insurance with minimum limits of at least $100,000 Bodily Injury by Disease per Employee, $500,000 Bodily Injury by Disease Aggregate, $100,000 Bodily Injury by Accident and with an all states endorsement.

(6) Automobile Liability (if applicable) with not less than $1,000,000 per Occurrence Bodily Injury and property Damage Combined Single Limit, with Coverage to include Owned Automobile, Non-owned Automobile, and Hired Automobile.The term full replacement cost as used in this Lease Agreement shall mean the actual replacement cost. In the event either Lessor or Lessee believes that the full replacement cost has increased or decreased, either Lessor or Lessee, as the case may be, shall have the right, but except as provided below, only at intervals of not less than two years, to have such full replacement cost redetermined by an appraisal in the manner set forth in Section 40 herein. The determination of the appraisers shall be final and binding on the parties to this Lease Agreement, and Lessee shall promptly increase, or may but shall not be required to decrease, the amount of the required insurance as the case may be to the amount so determined by the appraisal. The determination shall be binding for a period of two years, and thereafter until superseded by agreement between the parties to this Lease Agreement or by a subsequent redetermination by an appraisal in the manner set forth in Section 40 herein. If during any such two year period, Lessee shall have made improvement to the Leased Premises, then Lessor may have such full replacement value of the Leased Premises, as so improved, determined at any time after the improvements are made regardless of when the full replacement value was last determined.

The limits cited under each insurance requirement above establish minimums; and it is the sole responsibility of the Lessee to purchase and maintain additional insurance that the Lessee may determine to be necessary in relation to this Lease or its operation of the Leased Premises.

B. All insurance and insurance policies required to be maintained pursuant to this Section shall:

(1) Be written with insurance companies having an AM Best rating of A- (minus), Financial Size Category of VII or better and be authorized to do business in the State of Minnesota and approved, in writing, by Lessor;

(2) Be written with a policy form satisfactory to Lessor;(3) Provide that the insurance policies may not be amended, modified, cancelled, reduced below the coverages required in this Section, or terminated for any reason, including but not limited to a failure to pay premiums and/or expiration by its terms, without providing Lessor with at least 30 days' prior written notice;(4) Be primary and non-contributory with respect to the Lessors insurance or self-insurance or any other available insurance whether collectible or not;

(5) Include an annual property inflation factor adjustment on the Property insurance policy;

(6) Be written on an Occurrence policy form basis for Commercial General Liability insurance policy;

(7) Eliminate any co-insurance requirement in the policy through the attachment of an agreed amount endorsement; activation of an agreed value option, or as is otherwise appropriate under the particular form;

(8) Provide that any losses payable thereunder shall be payable notwithstanding (i) any act of negligence by Lessee or Lessor, (ii) any foreclosure or other proceedings or notice of sale relating to the Leased Premises, (ii)any waiver of subrogation rights by the insured, or (iv) any change in the title to or ownership of any of the Leased Premises;(9) Contain the standard ISO separation of insurance provision or a substantially similar clause, or be endorsed to provide cross-liability coverage for Commercial General Liability insurance; and(10) Be written with deductibles not to exceed $50,000 without the approval of the Lessor.C. Lessee shall, at least 15 days prior to the date on which the premiums on each insurance policy required under this Section shall become due and payable, furnish Lessor with proof reasonably satisfactory to Lessor of payment thereof. If Lessee fails to obtain the insurance required under this Section, pay the premiums for such insurance, supply Lessor with proof that such premiums have been paid within the required time period, or to deliver certified copies of such policies (or certificates of blanket policies) to Lessor, then Lessor shall be entitled to, but shall have no obligation to, effect such insurance and pay the premiums thereon. Any of such premiums, that are paid for by Lessor, together with interest thereon at the lessor of rate of 18% per annum or the highest rate allowed under law accruing from the date of payment by the Lessor, shall be repayable by Lessee to the Lessor no later than 30 days after Lessor has notified Lessee of the payment thereof. Failure of Lessee to so repay to Lessor such premiums shall carry with it the same consequence as failure to pay any installment of rent due under this Lease Agreement. All rebates on account of any such premiums paid by the Lessor shall belong to the Lessor provided Lessee has not reimbursed Lessor for such premiums, and Lessee shall have no obligation to reimburse Lessor to the extent of such rebates received and retained by Lessor.

D. In the event that either Lessor or Lessee shall at any time deem the limits of the insurance required to be carried under this Section to be excessive or insufficient, the parties shall endeavor to agree on the proper and reasonable limits for insurance then to be carried. Insurance shall thereafter be carried with the limits thus agreed on until further change pursuant to the provisions of this Section. However, if the parties shall be unable to agree on such limits, then the proper and reasonable limits for insurance to be carried shall be determined by an appraisal in the manner set forth in Section 40 herein. The decision of the appraisers as to the proper and reasonable limits for insurance then to be carried shall be binding on the parties, and insurance shall be carried with the limits as thus determined until the limits are again changed pursuant to the provisions of this Section.

E. Lessee is advised and understands and agrees that personal injury to, and damage to the personal property of Lessee, Lessees guests, invitees, or uninvited visitors in or on the Leased Premises is not insured by the Lessor for either damage or loss, and Lessor assumes no liability for any such damage or loss. Lessor shall not be responsible for personal injury, loss of, or damage to furniture, fixtures, equipment, or any of Lessees other possessions in any event, including, but not limited to, appliance failure, water leak or water backup, bursting pipes, fire, loss of utility service, or other events, and in no event shall Lessor be responsible for theft, vandalism, or mysterious disappearance of Lessees property regardless of the state of security of the premises. Further, if Lessee, Lessees guests, invitees, or uninvited visitors are injured, or if any property of Lessee, Lessees guests, invitees, or uninvited visitors is injured, or if any property of Lessee, Lessees guest, invitees, or uninvited visitors is damaged, for any reason whatever, Lessee must give Lessor written notice of the injury or damage within seven days of Lessee becoming aware of its occurrence. Lessee shall further protect, hold harmless, defend and indemnify Lessor from and against the same.F. All insurance proceeds paid to Lessee shall be held in trust by Lessee and be used in the following order of priority:

(1).To repair or replace the damaged property to its condition immediately prior to such damage or destruction;

(2)To fund a reserve that will be available for repairs or improvements to the Leased Premises that are mutually agreed to by the Lessor and Lessee; and

At the termination of this Lease Agreement ___ % of any remaining insurance proceeds shall be paid to Lessor and Lessee may retain the other ___ % for itself.

G. Lessee shall promptly notify Lessor and the appropriate insurer in writing of any loss covered by any of the insurance required under this Section and promptly and fully make claims against and collect on such insurance.

H. Lessee shall furnish to Lessor, at least annually or upon earlier request, a Certificate of Insurance evidencing all of the herein specified policies of insurance with an insurer(s) and with limits meeting the requirements of this Lease Agreement.I. Nothing in this Lease shall constitute a waiver by the Lessor or the Lessors insurer of any statutory limits or exceptions on liability. By requiring insurance herein, Lessor does not represent that coverage and limits will necessarily be adequate to protect Lessee and such coverage and limits shall not be deemed as a limitation on Lessees liability.J. Under no circumstances and in no event shall Lessor be held responsible for failure to pay the premiums on any insurance policy required hereunder or for any loss or damage growing out of defect in any such insurance policy or growing out of any failure of any insurance company to pay for any loss or damage insured against or for failure by Lessor to require Lessee to obtain or obtain itself and such insurance or to collect any proceeds thereof.

K. After the occurrence and during the continuance of an Event of Default, Lessor may, but is not required to, in its own name or in Lessee's name (i) execute and deliver proofs of claim, or adjust, litigate, compromise or release any claim against the issuer of any insurance policy required under this Section, and (ii) receive all moneys paid under any claim made against any insurance policy required under this Section, endorse checks and other instruments representing payment of such claims.

L. Any insurance required to be maintained by Lessee pursuant to this Section 26 may be evidenced by blanket insurance policies covering the Leased Premises and other property or assets of Lessee; provided that (i) such policies of insurance shall specify that portion of the total coverage of the policy that is allocated to the Leased Premises and in all other respects, comply with the requirements of this Section, and (ii) such coverage afforded Lessor will not be reduced or diminished exist under a separate policy meeting all other requirements of this Lease Agreement by reason of the use of such blanket policies of insurance.

M. Lessee waives all rights against Lessor and Lessors agents, officers, elected Officials and employees for recovery of damages to the extent these damages are covered by insurance.

N. Lessee is responsible for payment of all insurance deductibles and insurance premiums.

Section 27 Damage or Destruction of Facilities.A. If any part of the Facilities shall be damaged or destroyed during the term of this Lease Agreement by any cause or casualty, whether or not covered by insurance, Lessee shall repair or replace the same unless this Lease Agreement shall be terminated pursuant to the provisions contained in paragraph B of this Section 27. Such repairs or replacements shall be commenced as soon as reasonably possible after the occurrence of the cause or casualty, and shall be conducted with all due diligence in accordance with the laws, regulations, and other requirements of the state, federal, county, municipal and other governmental authorities having jurisdiction. The proceeds of any insurance paid with respect to and on account of such damage or destruction shall be made available to Lessee to pay for the cost and expense of such repairs and replacements. All such insurance proceeds paid to Lessee on account of damage to or destruction of any part of the Facilities shall be held by Lessee in trust and applied exclusively to the payment of the cost of the repairs and replacements to the extent the insurance proceeds shall be sufficient for that purpose, and shall be paid out by Lessee from time to time as the work progresses. All sums so paid to Lessee and any other insurance proceeds received or collected by or for the account of Lessee (other than by way of reimbursement to Lessee for sums previously paid by Lessee) shall be held by Lessee in trust for the purpose of paying the cost of the repairs or replacements. The amount of insurance proceeds, if any, not required to pay for the cost of the repairs and replacements shall become the sole property of Lessee. Under no circumstances shall Lessor be obligated to make any payment, disbursement, or contribution towards the cost of the repairs or replacements except to the extent of any insurance proceeds actually received by Lessor.

B. If the Facilities shall be destroyed or damaged to such an extent that the cost to repair or replace the destroyed or damaged portion shall exceed ___________ % of the fair value of the Facilities immediately prior to the occurrence of such destruction or damage, then in such event, and notwithstanding any of contrary provisions contained in this Lease Agreement, Lessee shall have the right to terminate this Lease Agreement as of the date of the destruction or damage by written notice to Lessor given within 30 days after the determination of the cost to repair or replace the destroyed or damaged potion, or to continue this Lease Agreement and rebuild and restore the Facilities in accordance with Paragraph A of this Section 27. In the event that Lessee shall elect to terminate this Lease Agreement, it shall promptly remove any remaining Facilities, restore the Leased Property to substantially the same condition that it was in on the date that Lessee first took possession of the Leased Property under this Lease Agreement, and pay, or cause to be paid, the entire unpaid balance of principal and interest on any outstanding mortgages against the Facilities.

In the event that Lessee shall elect to terminate this Lease Agreement and upon Lessees compliance with all of the requirements contained in this paragraph B of Section 27 that arise out of such termination, then (i) all rent, taxes, assessments, and any other sums payable by Lessee to Lessor under this Lease Agreement shall be prorated as of the termination date, (ii) any rent, taxes, or assessments that were paid in advance shall rebated to Lessee for the unexpired period for which such payment was made, and (iii) Lessor shall have no interest in or claim on the proceeds of insurance paid or payable on account of or with respect to such damage or destruction except to the extent Lessor may require the application of the proceeds to the payment of any outstanding mortgage indebtedness. Except as expressly provided in this Paragraph B of Section 27, damage to or destruction of the Facilities shall in no event terminate this Lease Agreement or affect, abate, or mitigate in any manner, or for any time period, the obligation of Lessee to pay rent under this Lease Agreement.

Section 28 Eminent Domain.A. If a part but less than all of the Leased Property and Facilities shall be taken by the exercise of the power of eminent domain and if after such taking the remaining portion of the Leased Property and Facilities shall be sufficient to permit Lessee, or its sublessees, to continue their normal business operations thereon and therein or to permit the construction thereon of other buildings or structures in replacement of and substitution for those taken to thus allow Lessee, or its sublessees, to continue their normal business operations thereon and therein, then and in such event this Lease Agreement shall terminate only as to the part of the Leased Property so taken effective as of the date Lessee is deprived of possession of such part, but the taking shall not affect this Lease Agreement with respect to the part of the Leased Property not taken.

In the event of such a partial taking the legal description for the Leased Property shall be modified to reflect the real property remaining after such taking, and the rent payable by Lessee under this Lease Agreement shall, from and after the date on which Lessee is deprived of possession of the taken portion of the Leased Property, be reduced to an amount equal to the amount of rent due and payable under this Lease Agreement immediately prior to such taking multiplied by a fraction the numerator of which is the square footage of the Leased Property immediately after such taking and the denominator of which is the square footage of the Leased Property immediately prior to such taking.

B. If all of the Leased Property and Facilities shall be taken pursuant to the exercise of the power of eminent domain or if so much of the Leased Property and Facilities shall be taken so that Lessee would be unable thereafter to continue its normal business operations on the Leased Property, then (i) this Lease Agreement shall terminate on the date Lessee is deprived of the use of the Leased Property and Facilities, (ii) all rent, taxes, assessments, and any other sums payable by Lessee to Lessor under this Lease Agreement shall be prorated as of the termination date, and (iii) any rent, taxes, or assessments that were paid in advance shall rebated to Lessee for the unexpired period for which such payment was mad.

C. The total condemnation award or compensation for a partial or full taking shall be used in the following order of priority (whether or not so expressed in the award or compensation);

(1)If under this Lease Agreement Lessee is required to or elects to replace any portion of the Facilities that were the subject of the taking, then to pay the cost of replacing, if possible, any such portion of the Facilities to a condition necessary for Lessee to continue to operate the Leased Property and Facilities in the same or equivalent manner that Lessee operated the Leased Property and Facilities prior to such taking; and(3)Any remaining portion of the condemnation award or compensation shall paid to Lessor and Lessee in proportion to the value of the Leased Property and the Facilities at the time of such taking.

D. If, at any time during the term of this Lease Agreement, a proceeding in condemnation is commenced and thereafter abandoned by the condemning authority or the whole or any part of the Leased Property or Facilities are taken by a governmental authority for a limited time period, the term of this Lease Agreement shall not be reduced or affected in any way and Lessor and Lessee shall continue to perform all of their respective obligations under this Lease Agreement as if the taking had not occurred; except only to the extent that the performance of such obligation is prevented by the order of the governmental authority authorizing the taking. In the event of such taking for a limited time period, Lessee shall be entitled to receive the entire amount of any condemnation award unless the period of taking extends beyond the expiration date of this Lease Agreement or any earlier termination, in which event the amount of any condemnation award shall be apportioned between Lessor and Lessee to such expiration or earlier termination date.

E. In the event of a dispute between Lessor and Lessee as to the allocation and distribution of any condemnation award, and if Lessor and Lessee cannot agree on same within 60 days after the final award or awards shall have been fixed and determined, then the dispute shall be determined by arbitration in the manner provided in Section 44 herein.

F. In the event of the termination of this Lease Agreement by reason of the total or partial taking of the Leased Property and Facilities by eminent domain, then in any such condemnation proceedings Lessor and Lessee shall be free to make claims against the condemning or taking authority for the amount of any damage done to them, respectively, as a result of the condemning or taking.

Section 29. Assignment and Sublease.A. Lessee shall not assign or transfer this Lease Agreement, or any of its interest therein, or enter into any sublease of any part of the Leased Property, without the prior express and written consent of Lessor. Lessors consent to an assignment or sublease shall not be deemed to be a consent to any subsequent assignment or sublease. Such consent shall not be construed as a waiver of the duty of Lessee, or its successors or assigns, to obtain from Lessor consent to any other or subsequent assignment or sublease, or as a modification or limitation of the right of Lessor to consent to any assignments or sublettings by Lessee. Any assignment or sublease without Lessors express written consent shall be void, and shall, at the sole option and discretion of Lessor, be cause for Lessors termination this Lease Agreement.

B. Each and every assignee shall immediately be and become and remain liable for the payment of the rent and other charges payable under this Lease Agreement, and for the due performance of all the covenants, agreements, terms, and provisions of this Lease Agreement on Lessees part to be performed prior to the expiration or earlier termination of the term of this Lease Agreement as if it were any original party hereto. No transfer to an assignee shall be binding on Lessor unless the assignee shall deliver to Lessor a recordable instrument that contains a covenant of assumption by the assignee to that effect. However, the failure or refusal of the assignee to deliver such instrument shall not release or discharge the assignee from its obligations and liability as herein set forth.

C. Lessor agrees that it shall not unreasonably withhold its consent to a release of Lessee as to all obligations to be performed by Lessee under the terms of this Lease Agreement from and after the effective date of an assignment by Lessee of its interest in the Lease Agreement, together with all of its interest in the Facilities to a third person, firm, or corporation; provided:

(1) Such third person, firm, or corporation is of good reputation, is experienced in the maintenance and operation of properties similar to the Leased Property and Facilities and has sufficient financial worth considering the nature and extent of the obligations under this Lease Agreement, and Lessee shall have supplied Lessor with satisfactory evidence of same; and

(2) Lessee shall not then be in default under the provisions of this Lease Agreement.

D. Where Lessee shall assign its interest in the Lease Agreement, together with all of its interest in the Leased Property and Facilities, with the express written consent of Lessor, and the assignee shall execute and deliver to Lessor the recordable instrument containing the covenant of assumption referred to herein, Lessee shall be released from all obligations under this Lease Agreement from and after the effective date of such assignment.

E. During the term of this Lease Agreement, any subletting by Lessee of any part of the Leased Property or Facilities shall not release Lessee from, or otherwise affect in any manner, any of Lessees obligations under this Lease Agreement, except as provided herein.

F. This Lease Agreement or any interest of Lessee in the Leased Property or Facilities shall not be subject to voluntary or involuntary assignment, transfer, or sale, or to any assignment, transfer, or sale by operation of law in any manner whatever. Any such voluntary or involuntary assignment, transfer, or sale shall be void and of no force or effect and shall, at the sole option and discretion of Lessor, be cause for the termination of this Lease Agreement.

Section 30. Compliance with Laws, Ordinances, Regulations, and Insurance Requirements. Lessee, at its sole cost and expense, shall during the term of this Lease Agreement promptly:

(1) Procure, maintain, and comply with all permits, licenses, and other authorizations required for any use of any part of the Leased Property or Facilities, the operation of any business that Lessee will conduct thereon or therein, and the proper erection, installation, operation, and maintenance of the Facilities;

(2) Comply with all laws, statutes, codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, or licenses that are, now are or at subsequent time in the future, applicable to any part of the Leased Property and Facilities or any of adjoining sidewalks, streets, or ways, the breach of which might result in any penalty on Lessor, creation of a lien or encumbrance on any part of the Leased Property or Facilities, forfeiture of any part of Lessors title to the Leased Property or Lessees interest in the Leased Property or Facilities;(3) Comply with all terms of any insurance policy covering or applicable to any part of the Leased Property or Facilities, or business conducted thereon or therein, all requirements of the issuer of any such policy, and all orders, rules, and regulations of the National Board of Fire Underwriters applicable to or materially affecting any part of the Leased Property or Facilities, or business conducted thereon or therein; and

(4) Comply with any recorded instruments or documents that affect any part of the Leased Property or Facilities.

The compliance required under this Section 30 shall occur whether or not compliance shall require structural changes or interfere with the use and enjoyment of any part of the Leased Property or Facilities.

Section 31. Lessors Right to Perform. In the event that Lessee fails to do or perform any act or thing that Lessee is required to do or perform under in this Lease Agreement and such failure continues for a period of 30 days after written notice from Lessor specifying the nature of the act or thing to be done or performed, then Lessor may, but shall not be required to, do or perform or cause to be done or performed such act or thing. In order to perform such act or thing Lessor, or such other entity selected by Lessor, may enter on or in any part of the Leased Property or Facilities for such purposes; however, no such entry by Lessor or such other entity shall constitute or shall be deemed to be an eviction of Lessee and shall not waive or release Lessee from any obligation or default under this Lease Agreement.

Lessor shall not be held liable or in any way responsible for any loss, inconvenience, annoyance, or damage resulting to Lessee on account of Lessors election to perform, or have performed, any act or thing on behalf of Lessee under this Section 31. All sums paid by Lessor on behalf of Lessee and all costs and expenses (including reasonable attorney fees and expenses) incurred by Lessor in connection with the performance of any such act or thing done because Lessee has failed to do so together with interest thereon, at the rate of the lesser of 18% per year or the maximum rate permitted by law, shall constitute additional rent payable by Lessee under this Lease Agreement immediately or in monthly installments, at Lessors sole option and discretion, in accordance with statements therefore sent by Lessor to Lessee.

Section 32. Estoppel Certificates. Lessee shall, from time to time and on not less than 20 days prior written request from Lessor, execute, acknowledge, and deliver to Lessor or any other entity specified by Lessor, a statement certifying that this Lease Agreement is unmodified and in full force and effect (or if there have been modifications, that this Lease Agreement is in full force and effect as modified and stating the modifications), the dates to which the rent and other charges payable under this Lease Agreement have been paid, and stating whether or not, to the best knowledge of the signer of the certificate, Lessor is in default in the performance of any covenant, agreement, or condition contained in this Lease Agreement and, if Lessor is in such default specifying each such default, and further certifying as to such other matters relating to this Lease Agreement as may be reasonably requested by the ebtity requesting the statement, it being intended that any such statement delivered pursuant to this Section 32 may be relied on by the entity to whom such certification is delivered.

Section 33 Books, Accounts and Records. Lessee shall maintain accurate and complete books, accounts, and records pertaining to its lease and operation of the Leased Property, and shall permit Lessor, acting by and through its officers, employees, agents, or the Minnesota Legislative Auditor, to examine all of such books, records, documents and accounting procedures and practices.

Section 34 Lessee Representations and Warranties. Lessee makes the following representations and warranties to Lessor.

A.It is a duly formed legal entity authorized and registered to transact business in the State of Minnesota.

B.The execution of this Lease Agreement and all other documents referred to herein to which Lessee is a party are within its powers and do not violate any provision of law or of Lessees organizational documents.

C.This Lease Agreement and all other documents referred to herein to which Lessee is a party, when duly executed and delivered for value, will constitute the legal, valid and binding obligations of Lessee enforceable against it in accordance with their respective terms.

D.No consent, approval, order, authorization, registration, declaration, or filing with any governmental authority is required in connection with Lessees valid execution and delivery of this Lease Agreement or any other document referred to herein to which Lessee is a party, or the carrying out or performance of any of the transactions required or contemplated herein or thereby, or such consent, approval, order, authorization, registration, declaration, or filing with any governmental authority have been obtained or accomplished, or will be promptly obtained or accomplished prior to Lessees performance of any acts or actions required hereunder.

E.Lessee has obtained and fully paid for, or will promptly obtain and fully pay for, all necessary licenses and permits required in order for Lessee to construct and operate the Facilities, except those that cannot be obtained at this time or until the Facilities have been completed and Lessee will obtain and fully pay for such additional licenses and permits as soon as they are required and can be obtained.

F.Any and all financial statements that Lessee has delivered to Lessor regarding anything contained herein or covered by this Lease Agreement are true and correct in all respects, have been prepared in accordance with generally accepted accounting practices, and fairly present the financial conditions of the subject thereof as of the respective dates thereof. There have been no materially adverse changes in the financial conditions reflected therein since the respective dates thereof, and none of such financial statements, certificates, representations, or warranties furnished or made to Lessor by or on behalf of Lessee in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make such statements not misleading. To the best of the knowledge of Lessee, there are no facts which materially adversely affects or in the future may materially adversely affect the business or prospects or condition (financial or other) of Lessee or its properties or assets, which has not been set forth herein or in a certificate or statement furnished by Lessee to Lessor.

Section 35 Event(s) of Default. The following events shall, unless waived in writing by Lessor, constitute an Event of Default under this Agreement upon Lessor giving Lessee 30 days written notice of such event and Lessee's failure to cure such event during such 30 day time period for those Events of Default that can be cured within 30 days or within whatever time period is needed to cure those Events of Default that cannot be cured within 30 days as long as Lessee is using its best efforts to cure and is making reasonable progress in curing such Events of Default; provided that in no event shall the time period to cure any Event of Default exceed 6 months unless otherwise consented to, in writing, by Lessor. Notwithstanding the foregoing, any of the following events that cannot be cured shall, unless waived in writing by Lessor, constitute an Event of Default under this Lease Agreement immediately upon Lessor giving Lessee written notice of such event.

A.Failure to pay any installment of rent, or any other sums, required to be paid by Lessee under this Lease Agreement in the amounts, at the times, and in the manner provided in this Lease Agreement.

B. Failure to fully comply with any obligation imposed by a Permitted Encumbrance including, but not limited to, the payment of any obligation thereunder.

C. Failure to observe or perform any of Lessees other covenants, agreements, or obligations under this Lease Agreement.

D.Failure to comply with any term, condition, or provision contained in this Lease Agreement and imposed on Lessee.

E.Any statement, representation, covenant, certification, or warranty that Lessee makes in this Lease Agreement or with respect to any action covered by this Lease Agreement shall be untrue or incorrect.Section 36 Remedies. Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the satisfaction of Lender, Lender may, at its sole option and discretion, enforce any or all of the following remedies.

A. To accelerate and collect all rents due and owing under this Lease Agreement, together with any costs, expenses, or damages incurred or suffered as a result of such default, which sums shall then become immediately due and payable.

B. Perform any and all acts that it is authorized to perform under this Lease Agreement including, but not limited to, those authorized under Section 31 herein which shall include the curing of such default at the cost and expense of Lessee.C. Elect, without the need for any additional notice, to terminate this Lease Agreement and (i) declare the term of this Lease Agreement ended, (ii) reenter the Leased Property and Facilities or any part thereof, (iii) remove Lessee or any person or persons occupying the same, (iv) repossess and enjoy the Leased Property, and (v) require Lessee, in accordance with the provisions contained in Section 12.C herein, to either transfer title to and ownership of the Facilities to Lessor or remove the Facilities from the Leased Property and restore the Leased Property to substantially the same condition that it was in on the date that Lessee first took possession of the Leased Property under this Lease Agreement.

D. Force and require Lessee to do and perform any act or action required under Section 12 herein.

E. To enforce any and all other remedies that Lessor may have under law or equity.

The foregoing rights of Lessor shall be without prejudice to any remedies which might otherwise be used for arrears of or future accruing rent or other breach of covenants of this Lease Agreement. No entry, expulsion, or removal, whether by direct act of Lessor or through legal proceedings, shall affect the liability of Lessee for the past due rent and future rent to accrue under this Lease Agreement. In any of such events, Lessor is hereby authorized to relet the Leased Property and Facilities, in whole or in part, to such party or parties and on such terms as Lessor may deem best, and after paying the costs and expenses of reletting, to apply the net proceeds from reletting on the rent and other charges reserved in this Lease Agreement, and Lessee shall be responsible for and shall pay any deficiency that may arise.

No right or remedy conferred to Lessor under this Lease Agreement is intended to be exclusive of any other right or remedy, and each right and remedy shall be cumulative and in addition to any other right or remedy provided under this Lease Agreement or now or hereafter existing at law or in equity.

Section 37 Notification of Event of Default. Lessee shall furnish to Lessor, as soon as possible and in any event within 7 days after Lessee has obtained knowledge of the occurrence of each Event of Default, or each event which with the giving of notice or lapse of time or both would constitute an Event of Default, a statement setting forth details of each Event of Default, or event that with the giving of notice or upon the lapse of time or both would constitute an Event of Default, and the action that Lessee proposes to take with respect thereto.

Section 38 Notices.A.All notices, demands, requests, or other communications which may be or are required to be given, served, or sent by either Lessor or Lessee to the other hereunder shall be in writing and shall be deemed to have been properly given or sent by mailing by registered or certified mail with the postage prepaid, addressed to such party at the following address:

Lessee:

____________________________

____________________________

____________________________

Attention: ____________________

Lessor:

____________________________

____________________________

____________________________

Attention: ____________________

B.Lessor and Lessee may designate by notice in writing a new address to which any notice, demand, request, or communication may be so given, served, or sent.

C.Lessor and Lessee shall promptly furnish to the other party a copy of any notice it may receive from any other entity which may affect the rights of any party under this Lease Agreement.

Section 39 Waiver of Breach. The failure of either party hereto to seek redress for violation or breach of, or to insist on the strict performance of, any covenant, agreement, term, provision, or condition contained in this Lease Agreement shall not constitute a waiver, and either party shall have all remedies provided in this Lease Agreement and by applicable law with respect to any subsequent act that would have originally constituted such a violation. The receipt by Lessor or payment by Lessee of rent with knowledge of the breach of any covenant, agreement, term, provision, or condition contained in this Lease Agreement shall not be deemed a waiver of that breach. No provision of this Lease Agreement shall be deemed to have been waived unless the waiver is in writing and signed by the waiving party. The receipt and retention by Lessor of rent from any entity other than Lessee shall not be deemed a waiver by Lessor of any breach by Lessee of any covenant, agreement, term, provision, or condition contained in this Lease Agreement, or the acceptance of such other entity as a Lessee or sublessee, or a release of Lessee from the further performance of the covenants, agreements, terms, provisions, and conditions contained in this Lease Agreement.

Section 40 Delays. In any case where Lessor or Lessee is required to do any act (other than make a payment of money), delays caused by or resulting from an Act of God, severe weather conditions, war, insurrection, riot, civil commotion, fire or other casualty, strikes, lockouts, inability to obtain labor or materials, government regulations, or other causes beyond the partys control shall not be counted in determining the time when the performance of the act must be completed, whether that time is designated by a fixed time, a fixed period of time, or a reasonable time. In any case where construction or replacement work is to be paid for out of insurance proceeds or condemnation awards, due allowance shall be made to both to the party required to perform the work and to the party required to make the payment for reasonable delays in the collection of such proceeds and awards.

Section 41 Indemnification. Lessee shall protect, hold harmless, defend and indemnify Lessor, its agents and employees, from and against all liabilities, obligations, claims, damages, penalties, causes of action, judgments, costs, and expenses (including, without limitation, reasonable attorney fees and expenses) imposed on or incurred by or asserted against Lessor or the Leased Property during the term of this Lease Agreement, for any reason including, but not limited to; (i) any accidents or injury to or death of persons or loss of or damage to property occurring on or about any part of the Leased Property, including but not limited to curbs, vaults, and vault spaces, if any, streets, or ways, (ii) failure on the part of Lessee to perform or comply with any of the terms of this Lease Agreement, (iii) any negligence or tortuous act on the part of Lessee or any of its agents, contractors, sublessees, licensees, or invitees, or (iv) any mechanics or suppliers claim for liens in connection with or work done or materials furnished relating to the Leased Property or Facilities. In case any action, suit, or proceeding is brought against Lessor by reason of any such occurrence, Lessee shall, on request of Lessor, at Lessees ole cost and expense defend the action, suit, or proceeding with counsel designated by Lessee and approved by Lessor. Lessee waives all claims against Lessor for damages to the Leased Property, the Facilities, and property of Lessee in, on, or about the Leased Property or Facilities, and for injuries to persons or property in or about the Leased Property and Facilities, from any cause arising at any time, except for such loss, injury, death, or damage arising by reason of the intentional misconduct of Lessor, its agents, or employees, and except as may otherwise be expressly provided in this Lease Agreement.

Section 42 No Merger. There shall be no merger of this Lease Agreement or the leasehold estate created by this Lease Agreement with any other estate or any interest in any part of the Leased Property or Facilities by reason of the fact that the same person, firm, corporation, or other entity may acquire or own or hold, directly or indirectly, (i) this Lease Agreement, the leasehold estate created by this Lease Agreement, or any interest in this Lease Agreement or in any such leasehold estate, and (ii) any such other estate or interest in any part of the Leased Property or Facilities. No such merger shall occur unless and until all corporations, firms, and other entities having an interest (including a security interest) in (a) this Lease Agreement or the leasehold estate created by this Lease Agreement, and (b) any such other estate or interest in any part of the Leased Property or Facilities, shall join in a written instrument acknowledging and effecting such merger and shall duly record the same.

Section 43 Attorney Fees. If any action at law or in equity shall be brought (i) to recover any rent under this Lease Agreement, (ii) on account of any breach of or to enforce any remedy under this Lease Agreement, (iii) to interpret any of the covenants, terms, provisions or conditions of this Lease Agreement, (iv) to recover the possession of the Leased Property or Facilities, then the prevailing party shall be entitled to recover from the other party as part of the prevailing partys costs reasonable attorney fees, the amount of which shall be fixed by the court and shall be made a part of any judgment or decree rendered.

Section 44 Arbitration and Appraisal. In each case expressly specified in this Lease Agreement, but only where so expressly specified, in which it shall become necessary to resort to arbitration or appraisal, the arbitration or appraisal shall be determined as provided in this Section 44. The party desiring arbitration or appraisal shall give written notice to that effect to the other party, specifying in the notice the name and address of the person designated to act as arbitrator or M.A.I. appraiser on its behalf. Within 15 days after the service of the notice, the other party shall give written notice to the first party specifying the name and address of the person designated to act as arbitrator or M.A.I. appraiser on its behalf. The two arbitrators or appraisers so chosen shall meet within 15 days after the second arbitrator or appraiser is appointed and shall jointly agree on the matter in dispute or agree on an appraisal, and such decision or appraisal shall be binding on all of the parties hereto. If the second party fails to notify the first party of the appointment of its arbitrator or appraiser within the time above specified or agrees to the arbitrator or M.A.I appraiser designated by the first party, then the arbitrator or appraiser designated by the first party shall decide the matter to be arbitrated or shall perform the appraisal, which such decision or appraisal shall be binding on all of the parties hereto.

If both Lessor and Lessee each select and appoint different arbitrators or appraisers in accordance with the provisions contained in this Section 44 and the two selected arbitrators or appraisers cannot agree on the matter in dispute or agree on an appraisal within 30 days after the appointment of the last arbitrator, then the two arbitrators or appraisers shall themselves select and appoint a third arbitrator or M.A.I. appraiser who shall be a competent and impartial person. In the event the two arbitrators or appraisers are unable to agree on the selection and appointment of a third arbitrator or appraiser within 10 days after the 30 day period, then the third arbitrator or appraiser shall be selected by the Lessor and Lessee themselves within a further period of 15 days. If the Lessor and Lessee cannot so agree on a third arbitrator or appraiser, then either the Lessor or the Lessee, on behalf of both of them, may apply to any court of general jurisdiction in the County of Ramsey County, State of Minnesota, for the appointment of a third arbitrator or appraiser, and the other party shall not raise any question as to the courts full power and jurisdiction to entertain the application and make the requested appointment.

The decision of the two arbitrators or appraisers if there are only two, or the decision of third arbitrator or appraiser if a third arbitrator or appraiser has been selected or appointed shall control and be binding and conclusive on both the Lessor and Lessee.

Lessor and Lessee shall each pay the fees and expenses of the arbitrator or appraiser that they selected and appointed and the fees and expenses of the third arbitrator, if any, and all other costs associated with such arbitration or appraisal shall be borne equally by Lessor and Lessee.

Section 45 Bankruptcy. The following shall apply in the event of the bankruptcy or insolvency of Lessee:

A. If a petition is filed by, or an order for relief is entered against, Lessee under Chapter 7 of the United States Bankruptcy Code and the trustee of Lessee elects to assume this Lease Agreement for the purpose of assigning it, then the election or assignment, or both, may be made only if all of the terms and conditions of this Section 45 are satisfied. If the trustee fails to elect to assume this Lease Agreement for the purpose of assigning it within 60 days after the trustees appointment, then this Lease Agreement will be deemed to have been rejected, and Lessor shall then immediately be entitled to possession of the Leased Property and Facilities and to require Lessee to, in accordance with provisions in Section 12.C herein either convey the Facilities to Lessor or remove the Facilities from the Leased Property and restore the Leased Premises to substantially the same condition that it was in on the date that Lessee first took possession of the Leased Property under this Lease Agreement, and this Lease Agreement will be canceled. Lessors right to be compensated for damages in the bankruptcy proceeding, shall, however, survive.

B. If Lessee files a petition for reorganization under Chapters 11 or 13 of the United States Bankruptcy Code, or if a proceeding is filed by or against Lessee under any other chapter of the Bankruptcy Code and is converted to a Chapter 11 or 13 proceeding and Lessees trustee or Lessee as a debtor-in-possession fails to assume this Lease Agreement within 60 days from the date of filing of the petition or conversion, then the trustee or the debtor-in-possession will be deemed to have rejected this Lease Agreement, and Lessor shall immediately be entitled to possession of the Leased Property and Facilities, and to require Lessee to, in accordance with provisions in Section 12.C herein, to either convey the Facilities to Lessor or remove the Facilities from the Leased Property and restore the Leased Property to substantially the same condition that it was in on the date that Lessee first took possession of the Leased Property under this Lease Agreement, and this Lease Agreement will be canceled. Lessors right to be compensated for damages in the bankruptcy proceeding shall, however, survive.

C. To be effective, an election to assume this Lease Agreement must be in writing and addressed to Lessor and, in Lessors business judgment, all of the following conditions, which Lessor and Lessee acknowledge to be commercially reasonable, must be satisfied:

(1)The trustee or the debtor-in-possession must has cured or provided to Lessor adequate assurance that: (i) the trustee or debtor-in-possession will cure all monetary defaults under this Lease Agreement within 10 days from the day of the assumption; and (ii) the trustee or debtor-in-possession will cure all nonmonetary defaults under this Lease Agreement within 30 days from the date of the assumption;

(2)The trustee or the debtor-in-possession must have compensated Lessor, or have provided to Lessor adequate assurance that within 10 days from the date of the assumption Lessor will be compensated for any pecuniary loss it incurred arising from the default of Lessee, the trustee, or the debtor-in-possession as recited in Lessors written statement of pecuniary loss sent to the trustee or the debtor-in-possession;

(3)The trustee or the debtor-in-possession must have provided Lessor with adequate assurance of the further performance of each of Lessees obligations under this Lease Agreement; provided, however, that the trustee or debtor-in-possession must also deposit with Lessor, as security for the timely payment of rent, an amount equal to six months rent and other monetary charges accruing under this Lease Agreement and the obligations imposed on the trustee or the debtor-in-possession will continue for Lessee after the completion of bankruptcy proceedings; and

(4)Lessor has determined that the assumption of this Lease Agreement will not breach any provision in any mortgage, financing agreement, or other agreement by which Lessor is bound relating to the Leased Property.

C.If the trustee or the debtor-in possession has assumed this Lease Agreement and elects to assign Lessees interest under this Lease Agreement or the estate created by that interest to any other person, that interest or estate may be assigned only if Lessor acknowledges in writing that the intended assignee has provided adequ