BURLINGTON COMMUNITY LAND TRUST-LENDER AGREEMENT
This Agreement is entered into this ____ day of _____________, 20___, by and between the Burlington
Community Land Trust (hereafter "BCLT"), a Vermont Nonprofit Corporation with offices in Burlington, Vermont,
__________________________________ (hereafter "Lender"), and ________________________________
(hereafter "Homeowner") (collectively "the Parties").
WHEREAS, BCLT provided funds on ____________________ to assist Homeowner in the original
purchase of the property located at _________________________________ (hereafter the "Property"). In return,
Homeowner transferred the land, but not the improvements on the land, to BCLT, and BCLT leased back said land
(hereafter the "Leased Premises") to Homeowner pursuant to a ground lease (the "Ground Lease") dated
___________________________, notice of which is recorded in the _____________ Land Records at Volume
_____, Page_____;
WHEREAS, Lender is advancing funds to Homeowner which are secured by a mortgage from
Homeowner to Lender covering the improvements on the Property and Homeowner’s leasehold interest (hereafter
the "Mortgage");
WHEREAS, Article XI of the Ground Lease prohibits Homeowner from mortgaging its leasehold interest
in the Leased Premises without prior consent from BCLT;
WHEREAS, BCLT’s consent to the Mortgage is conditioned upon the execution of this Burlington
Community Land Trust-Lender Agreement by the Parties;
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
A.
In the event of a default in any of Homeowner's obligations under its promissory note secured by the
Mortgage or the Mortgage, Lender shall notify BCLT of such fact at the same time notice is given to
Homeowner, and BCLT shall have the right (but shall not have the obligation) within ten (10) business
days after the expiration of the time period provided to Homeowner to cure such default in the
Homeowner’s name and on the Homeowner’s behalf.
In lieu of curing such default, at any time after notice of default not timely cured by Homeowner and prior
to the acquisition of title by the Lender by reason of expiration of all periods of redemption or deed in lieu
of foreclosure, BCLT shall have the right (but shall not have the obligation) to purchase the promissory
note secured by the Mortgage and all other of Lender’s rights against Homeowner for a price equal to the
"BCLT Note Purchase Price."
B.
If Lender acquires title to the improvements on the Leased Premises by foreclosure or otherwise, BCLT
shall have an option to purchase the improvements at "BCLT's Option Price," subject to the following
terms and conditions:
a.
Lender shall deliver to BCLT written notice of intent to sell, describing the improvements
on the Leased Premises by reference to the Ground Lease, and setting forth BCLT's
Option Price and the date by which BCLT must exercise its option ("the Option Date"),
which shall be not earlier than the sixtieth (60 th) day after delivery of Lender’s notice.
b.
Not later than 5:00 p.m. on the Option Date, BCLT shall deliver the amount of BCLT's
Option Price to Lender, and Lender shall promptly thereafter deliver its deed to the
improvements, including all of its rights under the Ground Lease, by warranty deed.
Lender may exclude from its warranty of title, however, any claims or encumbrances
arising prior to the date the improvements were conveyed by BCLT to Homeowner.
C.
In the event that BCLT does not choose to purchase the improvements, but desires to sell the Leased
Premises, the Lender agrees to purchase the Leased Premises for a price equal to the principal amount
secured in _____ mortgage(s) on the Leased Premises from BCLT to the Vermont Housing Conservation
Board ("VHCB"), dated
and recorded in Volume(s) _________, Page(s)
_________ of the ______________________ Land Records, plus all reasonable expenses and costs owed
to BCLT by the Borrower, including but not limited to, delinquent ground lease fees as defined in Article V
of the Ground Lease, and all reasonable expenses and costs incurred by BCLT and/or VHCB in protecting
their interests in the Property, including but not limited to, delinquent taxes or insurance premiums and
reasonable attorney fees. The Ground Lease shall terminate upon transfer of the Leased Premises to the
Lender.
D.
Any notice required to be given to BCLT or Homeowner pursuant to this instrument shall be considered
sufficient if delivered in the same manner as set forth in the Ground Lease. Any notice required by this
instrument to be delivered to Lender shall be deemed sufficient if mailed certified mail, return receipt
requested, addressed to the main Vermont office of Lender, or addressed to Lender’s registered agent, or to
the address of Lender set forth in the Mortgage, or if hand delivered to any of the foregoing. Notice which
is mailed as aforementioned shall be considered complete upon mailing.
E.
Except as to any breach of this Agreement, this Agreement shall terminate and be of no further force and
effect upon the happening of any one of the following events:
1.
The satisfaction in full of the indebtedness secured by the Mortgage;
2.
The discharge of the Mortgage; or
3.
At such other time as Lender, or any successor of Lender, or any person to whom Lender has
assigned the Mortgage, no longer has any legal or equitable interest in the improvements on the
Leased Premises.
Any party may enforce any breach of this Agreement which occurred prior to its termination,
notwithstanding the fact that this Agreement has terminated as just set forth.
F.
The following terms have the meanings ascribed to them in this Section F:
1.
The "Mortgage" means any mortgage deed granted by Homeowner to Lender, or its successors,
and assigns, secured by the improvements on the Leased Premises, including any substituted
mortgage therefor.
2.
The "Ground Lease" includes any renewal thereof.
3.
"BCLT's Option Price" means (i) if no Decree of Foreclosure has been entered, the sum of
principal and interest due to Lender under the Mortgage as of the Option Date together with
Lender’s costs of acquiring title, including, without limitation, attorney’s fees, plus interest
accrued on such costs to the Option Date at the judgment rate, or at the rate of interest set forth in
the promissory note secured by the Mortgage, whichever is higher, or (ii) the amount found due in
an applicable Decree of Foreclosure, plus interest accrued on the principal portion of such amount
to the Option Date at the judgment rate, or at the rate of interest set forth in the promissory note
secured by the Mortgage, whichever is higher.
4.
G.
"BCLT Note Purchase Price" means the sum of principal, interest and other charges, if any, due to
Lender under the Mortgage and the promissory note as of the date of purchase of the promissory
note by BCLT.
This Agreement shall inure to the benefit of, and shall be binding upon, each of the Parties hereto and their
3
respective heirs, successors, and assigns.
DATED at __________________________________, Vermont, this _______ day of
_________________________, 20____.
In The Presence of:
_________________________________
Witness
Burlington Community Land Trust
By:_________________________________
___
Its Duly
Authorized Agent
__________________________________
Witness
_________________________________________
(Lender)
By:_________________________________
______
Its Duly Authorized Agent
___________________________________
Witness As to Both
__________________________________________
(Homeowner)
____________________________________
______
(Homeowner)
ACKNOWLEDGMENTS
STATE OF VERMONT
_______________________ COUNTY, SS.
At ______________, in said County and State this ____ day of______________, 20___, personally
appeared ________________________, known to me to be the duly authorized agent of Burlington Community
Land Trust, Inc. and s/he acknowledged the foregoing Agreement by her/him sealed and subscribed, to be her/his
free act and deed and the free act and deed of the Burlington Community Land Trust, Inc.
Before me,
4
_____________________________
Notary Public, My Commission
Expires
2/10/07
STATE OF VERMONT
_______________________ COUNTY, SS.
At ______________, in said County and State this ____ day of______________, 20___, personally
appeared ________________________, known to me to be the duly authorized agent of
________________________________________. and she/he acknowledged the foregoing Agreement by her/him
sealed and subscribed, to be her/his free act and deed and the free act and deed of __________________
______________________.
Before me,
_____________________________
Notary Public, My Commission
Expires 2/10/07
STATE OF VERMONT
_______________________ COUNTY, SS.
At ______________, in said County and State this ____ day of______________, 20___, personally
appeared ________________________, and she/he acknowledged the foregoing Agreement by her/him sealed and
subscribed, to be her/his free act and deed.
Before me,
_____________________________
Notary Public, My Commission
Expires 2/10/07
F:\common\USER\BCLT\Res-FirstMtgRefis, (otherlenders)\BCLT-Lender Agreement2004.form.wpd
5