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<br /> ASSIGNMENT OF
<br /> CONSTRUCTION AND ARCHITECT'S CONTRACTS
<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 /> 2001A"(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 of the Series 2001 Bonds to the Company pursuant to a Loan Agreement, dated as of
<br /> November 1, 2001, between the City and the Company (the "Loan Agreement"), to finance,
<br /> among other things, the development, acquisition, construction and equipping of the Project as
<br /> defined in the Loan Agreement. The Company will pay amounts due under the Loan Agreement
<br /> and on the Bonds 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 that,
<br /> among other things, includes the real estate upon which the Project will be located(the "Land")
<br /> and the buildings,improvements and fixtures now or hereafter located thereon(the"Mortgage").
<br /> To secure payment of the Subordinate Bonds, the Company will execute and deliver to the
<br /> Trustee,a Subordinate Combination Mortgage Security Agreement,Fixture Financing Statement
<br /> and Assignment of Leases and Rents, dated as of November 1,2001, covering the Land and the
<br /> buildings, improvements and fixtures now or hereafter located thereon (the "Subordinate
<br /> 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 Frana and Sons, Inc., a Minnesota corporation
<br /> (the "Contractor"), and Miller,Hanson, Westerbeck,Berger, Inc., a Minnesota corporation(the
<br /> "Architect").
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