BORROWER ARBITRAGE CERTIFICATE 38.

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38, BORROWER ARBITRAGE CERTIFICATE The undersigned individual,for purposes of this Certificate being duly authorized to act on behalf of Orono Senior Housing, LLC (the "Borrower"), a Minnesota limited liability company, hereby certifies on behalf of the Borrower as follows: I. GENERAL 1.1. Purpose of Certificate. This Arbitrage Certificate is being provided pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") and Treas. Reg. § 1.148-2(b) for the purpose of certifying as of the date hereof the expectations of the City of Orono, Minnesota(the "City") concerning, among other things, the amount and use of gross proceeds of the City of Orono, Minnesota Senior Housing Revenue Bonds (Orono Woods Apartment Project), Series 2001A (the "Series 2001A Bonds"), the City of Orono, Minnesota Senior Housing Revenue Bonds(Orono Woods Apartment Project), Taxable Series 2001 (the "Series 2001 Bonds"), and the City of Orono, Minnesota Senior Housing Revenue Bonds(Orono Woods Apartment Project),Subordinate Series 2001 (the"Series 2001 C Bonds") to be issued by the City on the date hereof in the aggregate principal amount of$ according to the terms of an Indenture of Trust,dated as of November 1,2001 (the"Indenture"), between the City and U.S. Bank Trust National Association, as trustee thereunder (the "Trustee"). The City will loan proceeds of the Bonds to the Borrower pursuant to a Loan Agreement, dated as of November 1, 2001, between the City and the Borrower (the "Loan Agreement"). For purposes of this Certificate, the Series 2001A Bonds and the Series 2001C Bonds are referred to as the "Bonds". 1.2. Reasonable Expectations; Reliance. This certificate is made in reliance on, among other things, certain representations and covenants of the Borrower set forth in the Loan Agreement, certain representations and covenants of Wedum Foundation ("Wedum"), a Minnesota nonprofit corporation and sole member of the Borrower, of even date herewith, the obligations of the Trustee under the Indenture, certain certifications of Miller Johnson Steichen Kinnard, Inc. (the "Original Purchaser") of even date herewith, and any other factual matters evidenced by other certificates or agreements executed or delivered in connection with the issuance of the Bonds,including certain written certifications or representations of the City given in connection therewith. The Borrower in good faith believes that the foregoing reliance is reasonable and prudent under the circumstances and is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of such reliance. 1.3. Definitions. All capitalized terms used but not defined herein are used with the meaning assigned to them in the Indenture or the Loan Agreement. Except as otherwise defined herein, uncapitalized terms herein that are used in Section 103 or Sections 141 through