10-25-01 4. SUBORDINATE COMBO MORTG, SECURITY AGREE,FIXTURE FINANC STATE.ASSIGN OF LEASES AND RENTS

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hereafter belonging, or in anywise appertaining, and the proceeds thereof, unto the Mortgagee, its successors and assigns forever, In Trust Nevertheless, upon the terms and trust as part of the Trust Estate set forth in the Indenture, for the equal and proportionate benefit, security and protection of all owners of the Bonds, without preference, priority or distinction as to lien or otherwise of any of the Bonds over any of the others, Provided, nevertheless, that these presents are upon the express condition that if the Mortgagor shall pay or cause to be paid the principal of, premium (if any) on and interest on the Bonds, and if the Mortgagor shall pay all Additional Payments owing under Section 4.03 of the Loan Agreement, and if the Mortgagor shall pay all rebates owing to the United States in respect of the Bonds, under Section 148 of the Internal Revenue Code of 1986, as amended, (the "Code") and if the Mortgagor shall strictly observe and perform all of the terms, covenants and conditions contained in the Loan Agreement, the Indenture and this Mortgage, including without limitation payment of all amounts which may be owing to the City or the Trustee thereunder, then this Mortgage and the estate, right and interest of the Mortgagee in and to the Mortgaged Property, and the Revenues and Income thereof, shall cease and be and become void and of no force and effect, and shall be satisfied at the Mortgagor's expense, otherwise to remain in full force and effect, Provided, further, that this Mortgage is expressly subordinate in all respects to the Combination Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated as of November 1, 2001, between the Mortgagor and the Mortgagee, filed in the Office of the Hennepin County Registrar of titles on November , 2001, as Document No. (the "Senior Mortgage"). The Mortgagor and the Mortgagee further agree as follows: 1. Definitions. Terms used in this Mortgage not otherwise defined in this Mortgage, but defined in the Loan Agreement or the Indenture, shall have the same meaning as in the Loan Agreement or the Indenture unless the context clearly indicates a contrary meaning. 2. Amount and Maturity of Bonds; Loan Repayments. The parties represent and agree as follows: (a) The Bonds shall be in the aggregate principal amounts set forth in the Loan Agreement and shall mature (subject to mandatory sinking fund redemptions as provided in the Indenture) on November 1 of the years and in the amounts, and bear interest at the rates, as set forth in the Indenture. (b) Loan Repayments are required to be made monthly by the