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13135953v2
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<br />accessions, increases, parts, fittings, accessories, replacements, substitutions, betterments, repairs
<br />and proceeds to and of any and all such property, excluding any items released or disposed of in
<br />accordance with the Loan Agreement, and a security interest is hereby granted by the Mortgagor
<br />and hereby attaches thereto, all as provided by the Minnesota Uniform Commercial Code.
<br />III.
<br />All rents, issues, profits, condemnation awards, insurance proceeds, and similar revenues
<br />and income arising from the ownership of the Land, the Buildings and the Equipment and all
<br />proceeds and products thereof (herein collectively called “Revenues and Income”), but not
<br />including any general revenues, income or accounts receivable of the Mortgagor.
<br />IV.
<br />Any and all leases, subleases, licenses, concessions or grants of other possessory interests
<br />now or hereafter in force, oral or written, covering or affecting the building and improvements to
<br />be constructed on the Land (the “Leases”).
<br />Together with the reversions, remainders and benefits and all other revenues, rents,
<br />earnings, issues and income and profits arising or to arise out of or to be received or had of and
<br />from the properties hereby mortgaged or intended so to be or any part thereof and all the estate,
<br />right, title, interest and claims, at law or in equity which the Mortgagor now or may hereafter
<br />acquire or be or become entitled to in and to the aforesaid properties and any and every part
<br />thereof. The above described Mortgaged Property (as hereinafter defined) is hereby declared to
<br />be subject to the lien of this Mortgage as security for the payment of the aforementioned
<br />indebtedness.
<br />To Have and To Hold the Land, Buildings, Equipment and Leases (the “Mortgaged
<br />Property”), and the Revenues and Income thereof, together with all privileges, hereditaments and
<br />appurtenances thereunto now or hereafter belonging, or in anywise appertaining, and the
<br />proceeds thereof, unto the Mortgagee, its successors and assigns forever, In Trust Nevertheless,
<br />upon the terms and trust as part of the Trust Estate set forth in the Indenture, for the equal and
<br />proportionate benefit, security and protection of all owners of the Bonds, without preference,
<br />priority or distinction as to lien or otherwise of any of the Bonds over any of the others,
<br />Provided, nevertheless, that these presents are upon the express condition that if the Mortgagor
<br />shall pay all Loan Repayments under the Loan Agreement and cause to be paid the principal of,
<br />premium (if any) on and interest on the Bonds, and if the Mortgagor shall strictly observe and
<br />perform all of the terms, covenants and conditions contained in the Loan Agreement and this
<br />Mortgage, then this Mortgage and the estate, right and interest of the Mortgagee in and to the
<br />Mortgaged Property, and the Revenues and Income thereof, shall cease and be and become void
<br />and of no force and effect, and shall be satisfied at the Mortgagor’s expense, otherwise to remain
<br />in full force and effect.
<br />The Mortgagor and the Mortgagee further agree as follows:
<br />1. Definitions. Terms used in this Mortgage not otherwise defined in this Mortgage,
<br />but defined in the Loan Agreement or the Indenture, shall have the same meaning
<br />as in the Loan Agreement or Indenture unless the context clearly indicates a
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