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EXHIBIT C <br /> FORM OF TIF NOTE <br /> No. R- 1 <br /> UNITED STATES OF AMERICA <br /> STATE OF MINNESOTA <br /> COUNTY OF HENNEPIN <br /> ORONO HOUSING AND <br /> REDEVELOPMENT AUTHORITY <br /> TAX INCREMENT REVENUE <br /> NOTE OF 2001 <br /> [1] The Orono Housing and Redevelopment Authority(the "HRA"), <br /> located in the City of Orono, Hennepin County, Minnesota, hereby acknowledges <br /> itself to be indebted and, for value received, hereby promises to pay to Dunbar <br /> Development Corporation, a Minnesota limited liability company, or its registered <br /> assigns (the "Registered Owner"), but only in the manner, at the times, from the <br /> sources of revenue, and to the extent hereinafter provided, the Principal Amount of <br /> this Note (as defined in paragraph [2] hereof) and to pay interest on the unpaid <br /> portions of the Principal Amount of this Note at the rate of interest of 7.00%per <br /> annum. Interest shall accrue on the Principal Amount from , 2000, and shall <br /> be computed on the basis of a 360-day year consisting of 12 30-day months. This <br /> Note is the "TIF Note" described and defined in that certain Development Agreement, <br /> dated as of June , 2001 (as the same may be amended from time to time, the <br /> "Development Agreement"), among the HRA, the City of Orono, Minnesota, Dunbar <br /> Development Corporation and Orono Senior Housing, LLC, a Minnesota limited <br /> liability company, as the initial Developer under the Development Agreement. Each <br /> capitalized term which is used but not otherwise defined in this Note shall have the <br /> meaning given to that term in the Development Agreement. <br /> [2] The Principal Amount of this Note shall be $900,000. <br /> [3] Subject to the terms hereof, amounts due on this Note shall be payable <br /> on each February 1 and August 1, commencing February 1, 2004, and continuing <br /> through February 1, 2024 (the "Payment Dates"). All amounts of accrued interest on <br /> this Note which are not paid in full on any Payment Date shall also accrue additional <br /> interest from the date of such non-payment (the "Compound Interest") until paid at <br /> the rate of interest of 7.00%per annum. <br /> [4] On each Payment Date (or, if not a business day of the HRA, the first <br /> business day thereafter)the HRA shall pay by check or draft mailed to the person that <br /> was the Registered Owner of this Note at the close of the last business day of the <br /> HRA preceding such Payment Date an amount equal to the lesser of(1) the Available <br /> Tax Increments (which generally consist of 90% of the tax increments from the <br /> HRA's Tax Increment Financing District No. 1-1)received by the HRA within the 6- <br /> month period preceding said Payment Date and (2) the sum of(i)the Compound <br /> Interest, (ii) the accrued and unpaid interest on the Principal Amount, and (iii) the <br />