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STATE OF MINNESOTA <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 Orono Senior <br /> Housing, LLC, a Minnesota limited liability company, or its registered assigns (the <br /> "Registered Owner"), but only in the manner,at the times, from the sources of <br /> revenue, and to the extent hereinafter provided, the Principal Amount of this Note (as <br /> defined in paragraph [2] hereof) and to pay interest on the unpaid portion of the <br /> Principal Unpaid Amount of this Note at the rate of interest of 7.00%per annum. <br /> Interest shall accrue on the Principal Amount from , , and shall be <br /> computed on the basis of a 360-day year consisting of 12 30-day months. This Note is <br /> the "TIF Note" described and defined in that certain Development Agreement, dated <br /> as of , 2001 (as the same may be amended from time to time, the <br /> "Development Agreement"), among the HRA, the City of Orono, Minnesota, and <br /> Orono Senior Housing, LLC, a Minnesota limited liability company, as the initial <br /> Developer under the Development Agreement. Each capitalized term which is used <br /> but not otherwise defined in this Note shall have the meaning given to that term in the <br /> Development Agreement. <br /> [2] The Principal Amount of this Note shall be $ <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, , and continuing <br /> through February 1, (the "Payment Dates"), and on each "Additional Payment <br /> Date" described in paragraph [5] hereof. All amounts of accrued interest on this Note <br /> which are not paid in full on any Payment Date shall also accrue additional interest <br /> from the date of such non-payment (the "Compound Interest") until paid at the rate of <br /> 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 HRA <br /> preceding such Payment Date an amount equal to the lesser of(1) the Available Tax <br /> Increments (which generally consist of 90% of the tax increments from the HRA's <br /> Tax Increment Financing District No. 1-1 within its Housing Project Area No. 1) <br /> received by the HRA within the 6-month period preceding said Payment Date and(2) <br /> the sum of(i) the accrued and unpaid interest on the Principal Amount and(ii) the <br /> unpaid Principal Amount of this Note. All payments made by the HRA under this <br /> Note shall be applied first to pay the accrued and unpaid interest on the Principal <br /> Amount of this Note and second to pay the unpaid Principal Amount hereof. The <br /> HRA shall have the right on any Payment Date to prepay the principal amount of this <br /> Note in whole or in part without penalty or premium and without the prior written <br />