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<br /> ASSIGNMENT OF DEVELOPMENT AGREEMENT
<br /> This Assignment is made as of this 1st day of November, 2001, by and between Orono
<br /> Senior Housing,LLC,a Minnesota limited liability company(the"Company"),and U.S.Bank
<br /> Trust National Association (the "Trustee").
<br /> Recitals
<br /> The City of Orono, Minnesota(the "City"), pursuant to an Indenture of Trust, dated as
<br /> of November 1, 2001, between the City and the Trustee (the "Indenture"), will issue a series of
<br /> revenue bonds in the aggregate principal amount of$ to be designated "City of
<br /> Orono, Minnesota Senior Housing Revenue Bonds (Orono Woods Apartment Project), Series
<br /> 2001 A"(the"Series 2001A Bonds");a series of taxable revenue bonds in the aggregate principal
<br /> amount of$ on a parity basis with the Series 2001A Bonds to be designated"City
<br /> of Orono, Minnesota Senior Housing Revenue Bonds (Orono Woods Apartment Project),
<br /> Taxable Series 2001B" (the "Series 2001B Bonds", and together with the Series 2001A Bonds,
<br /> the"Senior Bonds");and a series of subordinate revenue bonds in the aggregate principal amount
<br /> of$ to be designated"City of Orono,Minnesota Senior Housing Revenue Bonds
<br /> (Orono Woods Apartment Project), Subordinate Series 2001C" (the "Subordinate Bonds", and
<br /> together with the Senior Bonds, the "Series 2001 Bonds"). The City has agreed to loan the
<br /> proceeds thereof to the Company pursuant to a Loan Agreement, dated as of November 1,2001,
<br /> between the City and the Company(the"Loan Agreement"),to finance,among other things,the
<br /> development, acquisition, construction and equipping of the Project as defined in the Loan
<br /> Agreement. The Company will pay amounts due under the Loan Agreement and on the Bonds
<br /> in accordance with the terms of the Loan Agreement.
<br /> To secure payment of the Senior Bonds, the Company will execute and deliver to the
<br /> Trustee, a Combination Mortgage Security Agreement, Fixture Financing Statement and
<br /> Assignment of Leases and Rents, dated as of November 1, 2001, covering certain property
<br /> which, among other things, includes the real estate upon which the Project will be located(the
<br /> "Land") and the buildings, improvements and fixtures now or hereafter located thereon (the
<br /> "Mortgage"). To secure payment of the Subordinate Bonds, the Company will execute and
<br /> deliver to the Trustee, a Subordinate Combination Mortgage Security Agreement, Fixture
<br /> Financing Statement and Assignment of Leases and Rents, dated as of November 1, 2001,
<br /> covering the Land and the buildings,improvements and fixtures now or hereafter located thereon
<br /> (the "Subordinate Mortgage")
<br /> In order to sell the Bonds,the underwriter of the Bonds(the"Underwriter")has required,
<br /> as a condition to purchasing the Bonds, the execution hereof by the Company and the
<br /> acknowledgment hereof and consent hereto by Dunbar Development Corporation, a Minnesota
<br /> limited partnership (the "Developer").
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