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ORONO SENIOR HOUSING, LLC, as Mortgagor <br /> to <br /> CITY OF ORONO, MINNESOTA, as Mortgagee <br /> SUBORDINATE <br /> COMBINATION MORTGAGE, SECURITY AGREEMENT, <br /> FIXTURE FINANCING STATEMENT AND <br /> ASSIGNMENT OF LEASES AND RENTS <br /> This SUBORDINATE COMBINATION MORTGAGE, SECURITY <br /> AGREEMENT, FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF <br /> LEASES AND RENTS, dated as of November 1, 2001 (the "Mortgage"), is by and <br /> between Orono Senior Housing, LLC, a Minnesota limited liability company(the <br /> "Mortgagor") and the City of Orono, a municipal corporation and political <br /> subdivision of the State of Minnesota(the "City" or the "Mortgagee," provided that <br /> upon the assignment of this Mortgage to the Trustee (hereinafter defined), as <br /> described in paragraph 11 hereof, the term"Mortgagee," as used herein, shall mean <br /> said Trustee), with capitalized terms used but not defined herein being used with the <br /> meanings, if any, ascribed thereto in the below defined Loan Agreement. <br /> WHEREAS, the Mortgagor and the Mortgagee have agreed to enter <br /> into a Loan Agreement (the "Loan Agreement") of even date herewith, pursuant to <br /> which the Mortgagee will lend to the Mortgagor the gross proceeds of$ in <br /> aggregate principal amount of its Senior Housing Revenue Bonds (Orono Woods <br /> Apartment Project), Series 2001A (the "Series 2001A Bonds") and the gross proceeds <br /> of$ in aggregate principal amount of its Senior Housing Revenue Bonds <br /> (Orono Woods Apartment Project), Taxable Series 2001B (the "Series 2001B Bonds", <br /> and together with the Series 2001A Bonds, the "Senior Bonds"), and the gross <br /> proceeds of$ in aggregate principal amount of its Senior Housing Revenue <br /> Bonds (Orono Woods Apartment Project), Subordinate Series 2001C (the <br /> "Subordinate Bonds"), to be issued pursuant to Minnesota Statutes, Chapter 462C (the <br /> "Act"). As described below, this Mortgage does not secure repayment of the Senior <br /> Bonds; consequently, the term "Bonds" when used herein refers solely to the <br /> Subordinate Bonds; and <br /> WHEREAS, the Mortgagor and the Onono Housing and <br /> Redevelopment Authority(the "HRA") have entered into a Ground Lease of even date <br /> herewith(the "Ground Lease"), pursuant to which the HRA has granted to the <br /> Mortgagor a leasehold interest in the Land(as defined herein); and <br /> WHEREAS, the Mortgagee and U.S. Bank Trust National Association, <br />