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<br />Assignment of Optional and Mandatory Purchase Rights, dated
<br />as of September 1, 1983 (the "Company Sublease"), by and
<br />between Winfield and the Company, such facility to be owned
<br />by the Company and leased to tenants, and the Issuer desires
<br />to finance said Project upon the terms and conditions as
<br />required by the Act and as in the Agreement (as hereinafter
<br />defined) set forth: and
<br />
<br />WHEREAS, the Issuer proposes to undertake said facility
<br />as a project authorized under the Act and to finance the
<br />cost thereof by the issuance of revenue bonds of the Issuer
<br />under the Indenture (as hereinafter defined): and
<br />
<br />WHEREASr the Issuer proposes to enter into an Indenture
<br />of Tru st, dated as of September 1, 1983 (the "I ndenture") ,
<br />with Norwest Bank Minneapolis, N.A., in Minneapolis, Min-
<br />nesota (the "Trustee"), to provide, among other things, for
<br />the issuance of the City of New Brighton, Minnesota, Commer-
<br />cial Development Revenue Bonds (New Brighton Venture I Proj-
<br />ect), Dated as of September 1, 1983, in the aggregate prin-
<br />cipal amount of $1,850,000 (the "Bonds"), by the Issuer, and
<br />the Issuer and the Company have proposed to enter into a
<br />Loan Ag reement, dated as of September 1, 1983 (the "Ag ree-
<br />ment"), so as to, among other things, loan the proceeds of
<br />the Bonds to the Company to be used to reimburse the Company
<br />for the costs of acquisition, construction and installation
<br />of the Project, and the Company and the Issuer have proposed
<br />to enter into a Mortgage, Security Agreement and Fixture Fi-
<br />nancing Statement, dated as of September 1, 1983 (the "Mort-
<br />gage"), so as to secure the performance of the Company's
<br />obligations under the Agreement, and the Company and the
<br />Issuer have proposed to enter iflto an Assignment of Rents
<br />and Leases, dated as of September 1, 1983 (the "Ass ign-
<br />ment"), whereby the Company assigns, grants and transfers to
<br />the Issuer all of the Company's right, title and interest in
<br />and to any present and future leases and rents or agreements
<br />covering all or any part of the Project as further security
<br />for the payment of the principal of, premium, if any, and
<br />interest on the Bonds and the per formance of the Company's
<br />Obligations under the Agreement: and
<br />
<br />WHEREAS, Winfield proposes to execute a Subordination
<br />Agreement, dated as of September 1, 1983r by and between
<br />Winfield and the Trustee, pursuant to which Winfield will
<br />subordinate its rights in, to and under the NB&W Lease and
<br />the Mortgaged Property (as hereinafter defined) to the lien
<br />of the Mortgage:
<br />
<br />WHEREAS, Phoenix Mutual
<br />necticut corporation and a
<br />(the "Guarantor"), proposes
<br />of September 1, 1983 (the
<br />
<br />Life Insurance Company, a Con-
<br />general par tner of the Company
<br />to execute a Guaranty, dated as
<br />"Guaranty"), in favor of the
<br />
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