PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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THE SUBORDINATE MORTGAGE The terms and conditions of the Subordinate Mortgage are the same as those in the Mortgage, except that the Subordinate Mortgage secures only the payments on the Subordinate Bonds, and the Subordinate Mortgage is expressly subordinate in all respects to the Mortgage. THE GROUND LEASE Grant Upon the terms and conditions of the Ground Lease,the HRA demises and leases the Development Property to the Borrower, and the Borrower leases and accepts the Development Property from the HRA subject to the Permitted Encumbrances. Purchase of Development Property On the Termination Date, if there is no uncured Event of Default by the Borrower under the Ground Lease at the time of exercise,the Borrower maypurchase the HRA's entire interest in the Development Property upon the satisfaction of certain conditions stated therein. If the Borrower does not exercise its option to purchase the Development Property, all right,title and interest of the Borrower in the Development shall automatically vest in the HRA without the necessity of confirmation by any other document. However, upon the request of the HRA, such vesting shall be confirmed in separate recordable instruments in form and substance acceptable to the HRA. Title to Improvements and Equipment Title to the Improvements hereafter erected or located on the Development Property by or on behalf of the Tenant shall remain the property of the Borrower,except that if(1)the Borrower does not purchase the Development Property as described in the Ground Lease,all Improvements located on the Development Property on the Termination Date shall become the property of the HRA, or(2)the HRA terminates the Ground Lease, then the HRA may repossess the Development. The HRA shall have no interest in any Equipment of the Borrower. The HRA shall not be responsible for any loss or damage to the Borrower's Equipment except to the extent caused by the HRA's wrongful act or negligence. Rent The Borrower shall pay to the HRA$1.00 in each calendar year until the Termination Date. The Ground Lease is a "Net Lease" to the HRA. All costs and expenses of whatever character or kind, general and special, ordinary and extraordinary, foreseeable or unforeseeable, and of every kind and nature whatsoever that may be necessary in or about the operation of the Improvements shall be the responsibility of the Borrower.