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EXHIBIT B <br />MEMBERSHIP INTEREST PLEDGE AGREEMENT <br />[This Exhibit assumes that at the time this Membership Interest Pledge Agreement is <br />executed, (i) F&C Ramsey, LLC will have assigned all of its rights and obligations under the <br />Development Agreement, except for its rights and obligations under Article VI of the <br />Development Agreement, to F&C Ramsey Apartments, LLC; and. (ii) F&C Ramsey, LLC and <br />F&C Ramsey Member, LLC are the sole members of F & C Ramsey Apartments, LLC. If that <br />is not the case, this Membership Interest Pledge Agreement must be revised prior to its <br />execution to correct the Recitals, identify F&C Ramsey as the Issuer and all of the members of <br />F& C Ramsey, LLC as the Pledgors.) <br />THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (the "Pledge Agreement") <br />is made as of , 2012 by F&C Ramsey, LLC, an Indiana limited liability company <br />("F&C") and F&C Ramsey Member, LLC, an Indiana limited liability company ("F&C <br />Member") (each a "Pledgor" and collectively, the "Pledgors"), in favor of The Housing and <br />Redevelopment Authority in and for the City of Ramsey, Minnesota, a public body politic and <br />corporate under the laws of the State of Minnesota ("the HRA"), with an address at Ramsey <br />Municipal Center, 7550 Sunwood Drive, Ramsey, Minnesota 55303, Attention: City <br />Administrator. <br />RECITALS: <br />A. F&C and the HRA are parties to a Development Agreement dated as of <br />, 2012 and recorded in the office of the Anoka County Registrar of Titles on <br />as Document No. (the "Development Agreement") and an <br />unrecorded Purchase Agreement also dated as of , 2012 (the "Purchase <br />Agreement"). <br />B. Pursuant to Section 11.5 of the Development Agreement, F&C has assigned all of <br />its rights and all of its obligations under the Development Agreement, (except for the right to <br />require the City of Ramsey to execute and deliver the "TIF Note," as defined in the Development <br />Agreement, to F&C in accordance with and subject to the terms of the Development Agreement), <br />and all of its rights and obligations under the Purchase Agreement to F&C Ramsey Apartments, <br />LLC, an Indiana limited liability company ("Issuer"). <br />C. F&C owns and holds ten percent (10%) of the limited liability company <br />membership interests in Issuer, and F&C Member owns and holds ninety percent (90%) of the <br />limited liability company membership interests in Issuer. Collectively, F&C and F&C Member <br />own all of the limited liability company membership interests in Issuer. <br />D. Pursuant to the terms of the Development Agreement, the HRA is to- make "Loan <br />No. 1" and "Loan No. 2," as those terms are defined in the Development Agreement, to F&C <br />Member; the HRA and F&C Member are to execute the "Loan Agreement;" and F&C Member <br />is to execute "Note No. 1" and "Note No. 2," each as defined in the Development Agreement, to <br />evidence the terms and conditions of the loans and F&C Member's obligation to repay the loans. <br />26 <br />