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EXHIBIT B
<br />Form of TIF Note
<br />No. $3,000,000.00
<br />UNITED STATES OF AMERICA
<br />STATE OF MINNESOTA
<br />COUNTY OF ANOKA
<br />CITY OF RAMSEY
<br />TAX INCREMENT REVENUE NOTE
<br />(F & C DEVELOPMENT, INC. PROJECT)
<br />The City of Ramsey, Minnesota (the "City"), hereby acknowledges itself to be indebted and, for
<br />value received, hereby promises to pay the amounts hereinafter described (the "Payment Amounts") to
<br />Residence at the COR Apartments LLC, a Minnesota limited liability company ("Owner"), the assignee
<br />of the rights of F & C Ramsey, LLC, an Indiana limited liability company ("Developer") under the
<br />Development Agreement (as defined below), or to any Successor Holder (as defined below), but only in
<br />the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. This Note is
<br />being issued pursuant to the terms of that certain Development Agreement by and between the Housing
<br />and Redevelopment Authority in and for the City of Ramsey, Minnesota (the "HRA"), the City,
<br />Developer and F & C Ramsey Member, LLC dated March 9, 2012 and recorded in the office of the
<br />Anoka County Registrar of Titles on May 3, 2012 as Document No. 508341.004 as amended by that First
<br />Amendment to Development Agreement dated on or about March , 2015 and to be recorded in the
<br />office of the Anoka County Registrar of Titles (collectively, the "Development Agreement"). All
<br />capitalized terms used in this Note that are not expressly defined in this Note have the meanings given to
<br />such terms in the Development Agreement.
<br />The principal amount of this Note is $3,000,000.00, as reduced to the extent that principal shall
<br />have been paid in whole or in part pursuant to the terms hereof. The unpaid principal amount of this Note
<br />shall bear simple, non -compounding interest from the date of issuance of this Note at 6.25% per annum
<br />Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30 -day months.
<br />The amounts due under this Note shall be payable on August 1, 2015, February 1, 2016 and on
<br />each August 1 and February 1 thereafter through and including February 1, 2038, or, if such date is not a
<br />Business Day (as defined in the Development Agreement), the next succeeding Business Day (each a
<br />"Payment Date" and collectively the "Payment Dates"). On each Payment Date the City shall pay, by
<br />check mailed to Owner or, if this Note has been assigned, to the Successor Holder (as defined below) who
<br />holds and owns this Note at the close of the last business day of the City preceding such Payment Date, at
<br />the address provided by Owner or such Successor Owner, an amount equal to the sum of the Tax
<br />Increments (as defined in the Development Agreement) received by the City (i) since January 1, 2015, in
<br />the case of the first Payment Date, and (ii) since the prior Payment Date in the case of subsequent
<br />Payment Dates; provided, however, if Owner or a Successor Holder has sought a reduction of the
<br />Assessed Value of the Development Property is provided for in Section 10.1(d) of the Development
<br />Agreement, the amount of the Tax Increments the City will pay to Owner or a Successor Holder is
<br />determined in accordance with said Section 10.1(d). All payments made by the City under this Note shall
<br />be applied first to pay accrued, unpaid interest and then to principal.
<br />The Payment Amounts due hereon shall be payable solely from Tax Increments (as defined in the
<br />Development Agreement) the City receives on or after January 1, 2015. This Note shall terminate and be
<br />of no further force and effect following the last Payment Date defined above, on the date the Tax
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