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/o- z ---01 <br /> DISBURSING AGREEMENT <br /> This DISBURSING AGREEMENT is made as of the 1st day of November,2001, by and <br /> between Orono Senior Housing,LLC, a Minnesota limited liability company(the"Borrower"), <br /> Wells Fargo U.S.Bank Minnesota,Trust National Association, a national association with trust <br /> powers,having its main office and place of business in Minneapolis,Minnesota, as trustee under <br /> the Indenture described below(the"Trustee"),and (the "Disbursing <br /> Agent"). <br /> Recitals <br /> WHEREAS,at the request of the Borrower,the City of Orono,Minnesota(the"City") is <br /> issuing$ in aggregate principal amount of its Senior Housing Revenue Bonds <br /> (Orono Woods Apartment Project), Series 2001 (collectively,the"Bonds"),pursuant to a Trust <br /> Indenture of even date herewith(the"Indenture")by and between the City and the Trustee; <br /> WHEREAS,pursuant to a Loan Agreement of even date herewith(the"Loan <br /> Agreement")entered into by and between the City,and the Borrower, and Wedum Foundation, <br /> a Minnesota nonprofit corporation and the Borrower's sole corporate member,the City has <br /> agreed to lend the proceeds of the Bonds to the Borrower to finance, among other things, a <br /> portion of the costs of developing, acquiring,constructing and equipping a 62-unit multifamily <br /> housing facility for seniors(the"Project"); and <br /> WHEREAS,the Indenture provides that a portion of the proceeds of the Bonds are to be <br /> deposited into a"Construction Account" in the Project Fund(as such accounts is created by the <br /> Indenture); <br /> WHEREAS,the purpose of this Agreement is to establish the terms and conditions on <br /> which amounts for Project Costs may be disbursed from the Construction Account, and Costs of <br /> Issuance may be disbursed from the Costs of Issuance Account;and <br /> NOW, THEREFORE, accordingly,the parties hereto hereby agree as follows: <br /> ARTICLE I <br /> Definitions <br /> Section 1.01 Defined Terms. For purposes of this Agreement,unless the context <br /> otherwise requires or unless specifically defined below or in the Recitals hereto, all words used <br /> herein which are defined in the Indenture shall have the same definition, scope or meaning as is <br /> given to them in the Indenture. <br /> "Architect"means ,the architects selected by the <br /> Borrower to prepare or cause to be prepared the Drawings and Specifications of the <br /> Project. <br /> "Architect's Contract"means the agreement by and between the Borrower and <br /> the Architect,pertaining to preparation of the Drawings and Specifications and <br /> supervision of construction. <br /> "Bond Proceeds"means the portion of the proceeds of the Bonds,together with <br />