10-25-01 3. MORTGAGE - Laserfiche WebLink

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COMBINATION MORTGAGE, SECURITY AGREEMENT, FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS This COMBINATION MORTGAGE, SECURITY AGREEMENT, FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF LEASES AND RENTS, dated as of November 1, 2001 (the "Mortgage"), is by and between Orono Senior Housing, LLC, a Minnesota limited liability company (the "Mortgagor") and the City of Orono, a municipal corporation and political subdivision of the State of Minnesota(the"City" or the"Mortgagee," provided that upon the assignment of this Mortgage to the Trustee (hereinafter defined), as described in paragraph 11 hereof, the term "Mortgagee," as used herein, shall mean said Trustee),with capitalized terms used but not defined herein being used with the meanings,if any, ascribed thereto in the below defined Loan Agreement. WHEREAS, the Mortgagor and the Mortgagee have agreed to enter into a Loan Agreement(the "Loan Agreement") of even date herewith,pursuant to which the Mortgagee will lend to the Mortgagor the gross proceeds of$ in aggregate principal amount of its Senior Housing Revenue Bonds(Orono Woods Apartment Project),Series 2001A(the"Series 2001A Bonds") and the gross proceeds of$ in aggregate principal amount of its Senior Housing Revenue Bonds(Orono Woods Apartment Project),Taxable Series 2001B (the "Series 2001B Bonds"), and the gross proceeds of$ in aggregate principal amount of its Senior Housing Revenue Bonds (Orono Woods Apartment Project), Subordinate Series 2001 C (the "Subordinate Bonds"), to be issued pursuant to Minnesota Statutes, Chapter 462C (the "Act"). As described below, this Mortgage does not secure repayment of the Subordinate Bonds; consequently, the term "Bonds" when used herein refers solely to the Series 2001A Bonds and the Series 2001B Bonds, collectively; and WHEREAS,the Mortgagee and Wclls Fargo U.S.Bank Minncsota,Trust National Association, a national banking association with trust powers in Minneapolis, Minnesota (the "Trustee"), have agreed to enter into a Trust an Indenture of Trust of even date herewith (the "Indenture"), pursuant to which the Mortgagee will assign to the Trustee, as security for the owners of the Bonds, the Loan Repayments and all other rights and interests of the Mortgagee in the Loan Agreement(except for the rights of the Mortgagee thereunder relating to expenses, indemnity and advances of the Mortgagee); and WHEREAS, the Trustee is authorized by the Indenture to receive as part of the Trust Estate any and all other property conveyed,mortgaged,assigned or transferred,or in which a security interest is granted, by(among others)the Mortgagor, and to hold and apply the Trust Estate pursuant to the provisions of the Indenture; and WHEREAS,the Mortgagee will assign its interest in this Mortgage to the Trustee as further security for the Bonds; and 1