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<br />“TIF Note”), made by the City pursuant to that certain Tax Increment Financing Assistance Contract
<br />dated as of June __, 2022 between Grantor and the City of Minneapolis and any other documents
<br />governing or evidencing the tax increment financing regime described therein (collectively, and together
<br />with the TIF Note, the “TIF Documents”); and
<br />WHEREAS, all capitalized terms used herein without definition have the meanings given to such
<br />terms in the Funding Loan Agreement or the Borrower Loan Agreement.
<br />NOW, THEREFORE, FOR AND IN CONSIDERATION of the Borrower Loan by the
<br />Governmental Lender to the Grantor, of the respective representations, covenants and agreements
<br />hereinafter contained, and for other good and valuable consideration, the receipt and adequacy of which
<br />are hereby acknowledged, for the purpose of securing payment and performance of the Secured
<br />Obligations (defined below), and subject to the terms of this Mortgage, the Grantor hereby irrevocably
<br />and unconditionally grants, bargains, sells, transfers, conveys and assigns to the Beneficiary, and its
<br />respective successors and assigns, and grants the Beneficiary a lien and a security interest in all estate,
<br />right, title and interest which the Grantor now has or may later acquire in and to the following property:
<br />ALL OF Grantor’s interest in the land which is described in Exhibit A (hereinafter sometimes
<br />called the “Land”);
<br />TOGETHER WITH all right, title and interest of the Grantor in and to, and remedies under (a)
<br />any and all leases, subleases, license agreements, concessions, tenancies and other use or occupancy
<br />agreements (whether oral or written), or any part thereof, now or hereafter existing, covering or affecting
<br />any or all of the Property (as hereinafter defined), all extensions and renewals thereof, and all
<br />modifications, amendments and guaranties thereof (each of which is hereinafter called a “Lease”), and (b)
<br />any and all rents, income, receipts, revenues, royalties, issues, profits, contract rights, accounts receivable,
<br />or general intangibles growing out of or in connection with the Leases (whether from residential or non-
<br />residential space) and other payments, payable to the Grantor pursuant to any Lease, including, without
<br />limitation, cash or securities deposited under any Lease to secure performance by the tenants of their
<br />obligations under the Leases, whether such cash or securities are to be held until the expiration of the term
<br />of such Leases or are to be applied to one or more of the installments of rent coming due prior to the
<br />expiration of such terms and further including subsidy payments received from any source (collectively,
<br />the “Rents”), subject, however, to the provisions hereof; and
<br />TOGETHER WITH any and all rights, alleys, ways, tenements, hereditaments, easements,
<br />passages, waters, water rights, water courses, riparian rights, licenses, franchises, privileges and
<br />appurtenances now or hereafter to the same belonging or in any way appertaining, as well as any after-
<br />acquired right, title, interest, franchise, license, reversion and remainder, and
<br />TOGETHER WITH all right, title and interest of the Grantor, including any after-acquired right,
<br />title or reversion, in and to the right of ways, streets, avenues and alleys, open or proposed, located wholly
<br />or partially within the boundary of the Land or adjacent thereto, and
<br />TOGETHER WITH all buildings, structures, surface parking and other improvements of every
<br />kind and description now or hereafter erected or placed on the Land, all additions, alterations and
<br />replacements thereto or thereof, and all materials now owned or hereafter acquired by the Grantor and
<br />intended for the operation, construction, reconstruction, alteration and repair thereof, all of which
<br />materials shall be deemed to be included within the Property (hereinafter defined) immediately upon the
<br />delivery thereof to the Land (all of which are hereinafter called collectively the “Improvements” and, the
<br />Improvements and the Land are hereinafter called the “Premises”), and
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