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HomeMy WebLinkAboutContract 1626COMMUNITY R~qVFSSMENT FUND Loan Purchase Agreement Between Community Reinvestment Fund, Inc. And The Housing and Redevelopment Authority of Columbia Heights, Minnesota Explanation of Agreement: This Loan Purchase Agreement is the document by which Community Reinvestment Fund (CRF) buys specific Development Loans. It is used with the Qualified Seller Agreement. As explained in the Qualified Seller Agreement, CRF as a tax exempt nonprofit organization must show that its activities support specific public purposes. The Qualified Seller Agreement is the first step that Sellers must take to permit sales of Development Loans to CRF. Once the Qualified Seller Agreement is signed by both parties, CRF can buy loans from a Seller from time to time using this Loan Purchase Agreement. The Loan Purchase Agreement specifies which loans will be purchased, the conditions of the sale, and how the Seller demonstrates the loan's validity. Other conditions specified in this document are the Seller's ability to transfer the rights associated with ownership of the loan and the obligations of both parties to disclose relevant information regarding the sale and purchase of the loan. The Qualified Seller Agreement is the master document under which the Loan Purchase Agreement is executed. Additional Loan Purchase Agreements can be signed later for other loans, but the original Qualified Seller Agreement would still be in effect. Cotmnunity Reinvestment Fund wants this Agreement to be clear to nonlawyers. Occasionally language is used that is legalistic in form to comply with established case law governing the purchase and sale of financial obligations. Every effort has been made to balance the reader's need for clarity with legal needs for precision and accuracy. LOAN PURCHASE AGREEMENT THIS AGREEMENT, made as of- , is between COMMUNITY REINVESTMENT FUND, INC., a Minnesota nonprofit corporation (CRF)and The Housing and Redevelopment Authority of Columbia Heights, Minnesota, a corporate and body politic, located in Columbia Heights, Minnesota, (Seller) CRF and Seller agree as follows: In consideration of the mutual undertakings and promises contained in this document and in the Qualified Seller Agreement, the parties agree as follows: Article I. Definitions 1.01. BORROWER means the borrower or borrowers obligated to pay the Development Loan or Loans as listed in Exhibit A. 1.02. CLOSING means the purchase by CRF and sale by Seller of the right, title and interest in the Development Loan and Development Loan Documents. 1.03. COMMUNITY REINVESTMENT NOTES means any notes, bonds, participation certificates or other evidences of indebtedness issued or to be issued by CRF or any affiliate of CRF evidencing an ownership interest in or secured or to be secured in whole or in part directly or indirectly by the Development Loans. 1.04. DEVELOPMENT LOAN means the Development Loan or Loans to be sold by Seller and purchased by CRF as listed in Exhibit A. 1.05. LOAN PURCHASE AGREEMENT means this Agreement. 1.06. PURCHASE PRICE means the purchase price of a Development Loan established at Closing. 1.07. OUALWIED SELLER AGREEMENT between CRF and Seller.. means the Qualified Seller Agreement Tenr~s defined in Section 2 of the Qualified Seller Agreement are incorporated by reference, unless defined differently in this Agreement. Section 2. 2.01.CRF agrees to purchase and Seller agrees to sell to CRF the Development Loan or Loans in exchange for the payment of the Purchase Price as provided herein. -3- 2.02. CRF represents, warrants and covenants that it has the legal power and authority to execute and deliver this Loan Purchase Agreement and to perform the duties and obligations it undertakes in this Agreement. 2.03. By executing this agreement, Seller represents, warrants and covenants that: (a) as of date of the Qualified Seller Agreement and as of the date of this Agreement, the representations, warranties and covenants of the Seller in Section 3.03 and Section 5 of the Qualified Seller Agreement were and are (respectively) true, accurate and complete; (b) as of the date of this Agreement and as of the date of Closing, all of the Seller's representations, warranties and covenants of the Seller with respect to the Development Loans, the Development Loan Documents, the Borrowers, the Seller Documents, the Collateral, the Loan Files, the Loan Information and the Seller as of the date of this Agreement, including the representations, warranties and covenants in Section 3.02 of the Qualified Seller Agreement are and will be (respectively), true, accurate and complete; (c) Seller incorporates into this Agreement by this reference all of Seller's warranties, representations and covenants contained in the Qualified Seller Agreement with respect to the use and application of the amounts received as the Purchase Price; (d) The governing body of Seller has authorized the sale and assignment of the Development Loan and Development Loan Documents, and the sale is a valid and binding act of Seller; (e) The execution and performance of the Qualified Seller Agreement and this Loan Purchase Agreement does not conflict with or cause a breach of any law or agreement affecting Seller or the Development Loans. Additionally, by executing the Seller Documents, Seller will not cause the imposition of a lien, charge or other security interest or encumbrance upon any of the properties or assets of Seller that might result from the violation of a law or agreement. "Law or agreement" means any administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which Seller is a party or is otherwise subject; (f) No Legal Proceeding is pending or threatened against Seller, nor is there a meritorious basis for a Legal Proceeding that could: · affect Seller's existence or the title and attthority of its officers; · affect Seller's ability to enter into this Agreement; -4- restrain the sale of the Development Loans or collection of repayment of the Development Loans; · contest the collateral pledged on the Development Loans; or affect the validity or enforceability of the Development Loans, Development Loan Documents, the Qualified Seller Agreement or this Loan Purchase Agreement. 2.04. At a time agreeable to CRF and Seller, Seller will deliver to CRF at the offices of Community Reinvestment Fund, 2400 Foshay Tower, 821 Marquette Avenue, Minneapolis, Minnesota, the unqualified assignment of the Development Loan(s) in definitive form duly executed, together with the other documents mentioned in this agreement. CRF will accept the delivery of those items and pay the Purchase Price as detailed in Exhibit A of this Agreement. Payment will be made by certified or official bank check or checks payable in Minneapolis cleating house (next day) funds. 2.05. (a) In entering this Agreement, CRF has relied upon the representations, warranties and covenants of Seller in the Qualified Seller Agreement and in this Agreement, as follows: (1) The representations, warranties and covenants of Seller contained in this Agreement and in the Qualified Seller Agreement were true, complete and accurate on the date of this Agreement and at Closing; (2) Performance by Seller of all obligations of Seller under the Seller Documents at or prior to closing; and (3) At the Closing, the Note and all Seller Documents will be in full force and effect. (b) No modifications or amendments of or supplements to the Note and Development Loan Documents or other Seller Documents are allowed, except as agreed to in writing by CRF and its counsel. (c) At or prior to the Closing, CRF must have received the following documents: (1) All Development Loan Documents, including all documents, statements, assignments and other instruments described in the Qualified Seller Agreement, including the checklist attached to it as Schedule I; and (2) any additional legal opinions, certificates, proceedings, instruments and other documents reasonably requested by CRF or its counsel to demonstrate compliance by Seller with legal requirements pertaining to the representations, warranties and covenants of Seller in the Seller Documents. -5- 2.06. Seller agrees to pay all expenses and costs required to perform its obligations hereunder and under the other Seller Documents. These expenses and costs include, but are not limited to, fees of consultants and fees and expenses of Seller's counsel. 2.07. CRF or its Representatives may notify Seller of any information pertinent to this Agreement in writing at the address and manner specified in the Qualified Seller Agreement. 2.08. This Loan Purchase Agreement is made solely for the benefit of Seller and CRF (including the successors or assigns of CRF), and gives no rights to any other persons, partnership, association or corporation. 2.09. The representations and agreements of Seller in this Loan Purchase Agreement remain in effect regardless of any investigation made by or on behalf of the CRF and will survive the delivery of and payment for the Development Loans. 2.10. CRF's interest in the Development Loans and Development Loan Documents is assignable to any entity formed, sponsored, managed or controlled by CRF and any lender or trustee or agent on behalf of any investor or lender, including a trustee acting on behalf of holder of notes or other obligations issued by or on behalf of CRF or an affiliate and secured by one or more Development Loans. 2.11. This Agreement is to be construed and interpreted in accordance with the laws of the State of Minnesota. -6- 2.12. The Agreement may be executed in any number of counterparts, each of which may be considered an original coPy. The Agreement has been executed and delivered by the duly authorized representatives of Seller and CRF. Accepted and Agreed to: HOUSING AND REDEVELOPMENT OF COLUMBIA HEIGHTS, MINNESOTA (Seller) Its: Chair DATED: q///,fi/ ,200/ COMMUNITY REINVESTMENT FUND, DATED: /Il [9.~ ,20 co( And By: Its: Executive Director ,20 -7- EXHIBIT A The Development Loan(s) listed below shall be purchased by CRF and sold by Seller pursuant to this Loan Purchase Agreement and the Qualified Seller Agreement between Seller and CRF for the Pm'chase Price and in compliance with any conditions to pm'chase stated below. Note Dated May 16th, 1979 made by Karen M. Nielsen having a ctm:ent balance of~ /~r[~.~ ~vith a purchase price of/~3~ ~' 7 5', ~/~cluding accrued interest from l o///o t ,2001. Note Dated April 25th, 1979 made by Dmfiel W. Chartraw, Jr. and Linda M. Chartraw, husband and wife, having a current balance of /~ .¢'7 ~ ,4%~- with a purchase price of / ?,_~ ~ ~ ~ z- including Accrued interest from / o/~/o t , 2001. (656595.1) COMMUNnY R'aNVESTMENT FUN~ Qualified Seller Agreement Between Community Reinvestment Fund, Inc. And The Housing and RedevelopmentAuthodty of Columbia Heighls, Minnesota Explanation of Agreement: Community Reinvestment Fund (CRF) is a tax-exempt nonprofit organization. To keep that status, it must show that its activities further a public good. CRF does this by demonstrating that the money it provides by buying loans will be used for specific public purposes, not for private profit. Because CRF is not directly provide the funds, it needs a way of showing that those who receive the money will in tm-n use it for cmrn~unity development purposes. This Qualified Seller Agreement is the document used to do that. It does this first by establishing that the organization receiving the funds promotes community development as part of its business. It then establishes that the funds received will be re-lent for public purposes. To verify that the proceeds from the loan sales will be used for public purposes, CRF requires loan sellers to report how the money they received was allocated. This Qualified Seller Agreement is used in conjunction with another document, the Loan Purchase Agreement. The Loan Purchase Agreement shows the terms covering a specific set of loans. It also includes such information as the price to be paid for the loans and focuses on the conditions governing the sale and purchase of the loans. The Qualified Seller Agreement is the master document under which each Loan Purchase Agreement is executed. Other Loan Purchase Agreements can be signed later regarding other loans. The original Qualified Seller Agreement would still be in effect and does not have to be completed again. As with contracts of this sort, the Qualified Seller Agreement and Loan Purchase Agreement require m~ong other things that loan sellers represent that the loans they sell are valid, that there are no hidden claims on them, and that the loan sellers are legally permitted to sell the loans. The Qualified Seller Agreement also requires that loan sellers permit CRF or its representatives to visit the borrowers' sites or the sites where the borrowers' collateral exists. The Qualified Seller Agreement does not require that the Seller offer loans to CRF for purchase. It only "qualifies" the Seller to do so from time to time on terms to be mutually agreed-upon by CRF and the Seller. Community Reinvestment Fund wants this Agreement to be clear to nonlawyers. Occasionally, language appears that is legalistic in form to comply with established case law governing the sale of financial obligations. Every effort has been made to balance a reader's need for clarity with legal needs for precision and accuracy. QUALIFIED SELLER AGREEMENT (Agreement) This Qualified Seller Agreement, made ,200_ is between Community Reinvestment Fund, Inc., a Minnesota nonprofit corporation (CRF) and The Housing and Redevelopment Authority of Columbia Heights, Minnesota (Seller). In consideration of the mutual undertakings and promises contained in this Agreement, CRF and Seller agree as follows: Section 1 PURPOSE OF AGREEMENT 1.01 From time to time, Seller wishes to sell to CRF and CRF wants to buy from Seller Development Loans under the tenus and conditions of this Qualified Seller Agreement and one or more Loan Purchase Agreements. 1.02 The Development Loans offered for sale were originated by Seller for the public purposes described in Section 1.04 of this Agreement. 1.03 The type of Development Loans that CRF is allowed to purchase are limited by the charitable purposes and the restrictions imposed on CRF as a condition to its status as a corporation exempt from federal income taxes under the Internal Revenue Code. 1.04 Seller is an organization that focuses some of its lending activities for the purpose of increasing the supply of affordable housing. 1.05 By approving this Qualified Seller Agreement, CRF designates Seller to be a Qualified Seller. That designation makes Seller eligible to sell Development Loans to CRF from time to time under the terms and conditions of this Agreement. Seller must comply with the terms and conditions of this Agreement to maintain the designation of Qualified Seller. Section 2. DEFINITIONS 2.01 BORROWER means the corporation, partnership, limited liability company association, individual or other person or persons to whom a Development Loan was made. 2.02 CLOSING means the time of purchase by CRF and the sale by Seller of one or more Development Loans as provided in a Loan Purchase Agreement. 2.03 COLLATERAL means the real property or other property, equipment, inventory, rights, revenues, proceeds and other assets pledged, mortgaged or otherwise assigned to secure repayment of a Development Loan. 2.04 CRF DOCUMENTS means this Qualified Seller Agreement, any applicable Loan Purchase Agreement and all other documents, certificates or other agreements related hereto or thereto. 2.05 DEFAULT means the occurrence of a default or an event of default connected with a Development Loan Document, including the failure to timely pay principal of or interest on the Development Loan. 2.06 DEVELOPMENT LOAN means a loan or participating interest in a loan made for a purpose described in Section 501(c)(3) of the Internal Revenue Code, including a loan for the primary purpose of: (i) promoting, retaining or maintaining employment; (ii) supporting, maintaining, improving or revitalizing the economic or physical infrastructure of the community; or (iii) providing or improving affordable housing or other activities that comply with the exempt purposes identified in the Internal Revenue Code Section 501(c)(3). 2.07 DEVELOPMENT LOAN DOCUMENT or DOCUMENTS means the loan agreement or other instrument governing the advance of funds to a Borrower, either by Seller or someone acting on Seller's behalf. The term includes any note or other instrument issued in connection with the loan agreement, and any mortgage, security agreement, pledge agreement, assignment of rents and leases, guaranty or other document directly or indirectly securing or supporting the Borrower's obligations in connection with the loan. 2.08 LEGAL PROCEEDINGS means any action, suit, proceeding or inquiry or investigation at law or in equity before or by any court, governmental agency, public board or body. 2.09 LOAN FILE means the file to be delivered to CRF at the Closing by Seller regarding a Development Loan, as described in Article 3, Section 3.02(k) of this Agreement and more specifically in the Loan Purchase Agreement. 2.10 LOAN INFORMATION means information regarding a Development Loan, Borrower, Collateral, guarantor or a related business, either oral or written, furnished by Seller or its Representatives to CRF or its Representatives. The Loan Information includes (without limitation) financial and credit information about the Borrower, the principals of the Borrower and any guarantors; Collateral, trade secrets and proprietary information about the Borrower's business and affairs; analyses of the credit and related reports; and the documentation of the Development Loan. 2.11 LOAN PURCHASE AGREEMENT means the agreement between Seller and CRF through which (i) specific Development Loans are identified for sale to CRF; (ii) the Purchase Price of the loans is established; and (iii) a Closing is executed. 2.12 LOAN SALE PROCEEDS means the Purchase Price of the Development Loans sold to CRF. 2.13 NOTE or NOTES means the promissory note or other similar instrument evidencing the indebtedness constituting the Development Loan or Loans. 2.14 PAYMENT INSTRUCTION FORM means the instructions of Seller to CRF regarding the method of payment of the Purchase Price, which is to be attached to the Loan Purchase Agreement. 2.15 PURCHASE PRICE means the purchase price to be paid by CRF to Seller for a Development Loan as established in a Loan Purchase Agreement. 2.16 REPRESENTATIVES means and includes the employees, officers, directors, accountants, advisors and attorneys of the referenced party. With respect to Seller, the term "representative" also includes the members of the various committees charged with the review and approval of the Development Loans. 2.17 SELLER DOCUMENTS means this Qualified Seller Agreement, any applicable Loan Purchase Agreement, each Development Loan Document applicable to Seller and all other documents, certificates or other agreements relating hereto or thereto. Section 3. ELIGIBILITY OF DEVELOPMENT LOANS FOR PURCHASE 3.01 Term, Purpose, Termination and Conditions of Agreement. The purpose of this Qualified Seller Agreement is to specify: (i) the types of Development Loans to be purchased from time to time from Seller; (ii) the Development Loan purchase process and procedures and; (iii) certain other terms and conditions with respect to the purchase and sale of such Development Loans. 3.02 Representations and warranties concerning Development Loans. As of each Closing, unless otherwise disclosed to CRF in writing and consented to by CRF in writing, the Seller shall be deemed to represent, warrant and covenant with respect to each of the Development Loans being purchase by or on behalf of CRF as follows: (a) Origination. Each Development Loan has been closed in Seller's name as lender or participant, and Seller owns all right, title and interest to and in each Development Loan and the related Development Loan Documents. (b) Term, Loan Now Current. The Borrower has raised no defenses to payment of any of the Development Loans, each Development Loan has been originated and commenced amortization at least 12 months prior to the date of Closing, and the Borrower is current in all payments under each Development Loan. Any fees or expenses payable in connection with the closing of any Development Loan have been paid. All sums to be advanced under each of the Development Loan Docmuents have been advanced to the Borrower, and the Development Loan Documents do not contain a mandatory future advance clause. (c) Compliance with Law. The requirements of all federal, state and local laws, rules and regulations applicable to each Development Loan and the making of the Development Loan have been complied with. The Development Loan and Development Loan Documents executed by the Borrower are not in violation of any provision of such laws, rules or regulations. Any right of rescission in relation to the Development Loan under such laws, rules or regulations has expired. (d) Valid Lien or Financing Statement; Not Modified. The Development Loan is secured by a valid and perfected lien on the Collateral and has the priority intended by the Development Loan Documents. Copies of the most recent financing statements with respect to the Development Loan have been furnished to CRF. The Development Loan and Development Loan Documents are the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms and conditions except as may be limited by bankruptcy, equitable principles or the rights of creditors generally. The Development Loan and Development Loan Documents are free from any fight of set-off, counterclaim or other claim or defense. Except as has been disclosed to CRF in writing, no part of the Collateral has been released from the Development Loan Documents unless expressly consented to by CR~ in writing, and no guarantor of the Loan has been released. After the date of the applicable Loan Purchase Agreement, the terms of the Development Loan may not be modified, amended, or in any way expressly waived or changed, unless disclosed to and approved by CRF in writing. (e) No Unknown Adverse Circumstances. No portion of the Collateral has been damaged by fire, windstorm or other casualty. No proceeding in eminent domain or condemnation is pending or threatened against any part of the Collateral or the Borrower's business. There are no circumstances or conditions with respect to the Development Loan, the Collateral or the credit standing of the Borrower and any other obligor that materially and adversely affect the expectation of repayment of the Development Loan in full when due except to the extent previously disclosed to and approved by CRF in writing on or before the date on which the applicable Loan Purchase Agreement is executed and delivered. (f) Title to Collateral. The title to, serial numbers of, and other rights of possession of or identification of Collateral shown in the Development Loan Documents are as described in the Development Loan Documents and the applicable Loan Purchase Agreement, except as has been otherwise disclosed to CRF in writing on or before the date on which the Loan Purchase Agreement is executed and delivered. (g) Perfection of Security Interest. Seller has taken all required actions to perfect the security interest in the Collateral. Included in such actions without limitation are recordation (or registration or re-registration or re-filing) and notification to prior lien holders (with a recorded request for notice of default where required) that have been validly and duly taken. (h) Insurance. Hazard insurance and other insurance polices are in full effect as required under the Development Loan Documents, and the policies comply with the terms and amounts required under the Development Loan Documents. (i) Payment Records. Seller or its Representative has maintained accurate records reflecting the receipts and disbursements of each Development Loan. Seller complied with all laws, rules, regulations and contracts applicable to loan or escrow funds in receiving, retaining, administering and/or disbursing all funds. (j) Loan Not in Default. There are no material Defaults under the terms and conditions of the Development Loans, Development Loan Documents or any other Seller Documents. No event has occurred that, with the passage of time or the giving of notice or both, will become a Default under any Development Loan Documents or any other Seller Documents. (k) Loan File. Seller has maintained files containing pertinent information, notices, documents, and correspondence relating to each Development Loan. At Closing, those files, along with the Loan File containing the information described and organized as detailed in the Loan Purchase Agreement, will be delivered to CRF. Seller will make the Loan File available to CRF and its Representatives upon reasonable advance written notice prior to Closing. (1) Most Recent Financial Information. Seller has provided to CRF the most recent financial statements of the Borrower, and, where applicable, the most recent financial statements of any guarantors of the Development Loan. (m) No Omissions or Misstatements. Nothing has come to the attention of Seller, that would cause it to believe that the Loan File and other information furnished to CRF relating to each Development Loan may contain any untrue statement of material fact or may omit to state a fact that, under the circumstances, would be material in connection with CRF's determination to purchase the Development Loan. (n) Compliance with Qualified Seller Agreement. By accepting the Purchase Price of any Development Loan at Closing, Seller represents that each Development Loan complies with all requirements of this Qualified Seller Agreement. Furthermore, Seller's acceptance of the Purchase Price reaffirms the warranties, representations and covenants set forth in this Agreement. The warranties, representations and covenants made in this Agreement and restated at Closing will survive the Closing. 3.03 Seller Warranties, Representations and Covenants; No Breach Seller represents, warrants and covenants with CRF that, as of the execution and delivery of this Agreement and of each Loan Purchase Agreement, and as of the Closing: (a) Seller has full right, title and legal authority to sell, transfer and assign Development Loans and Development Loan Documents to CRF. Seller has taken all required action and obtained any and all consents and approvals required to sell, transfer, and assign the Development Loan and Development Loan Documents to CRF. (b) The Qualified Seller Agreement, the Loan Purchase Agreement, the Development Loan Documents and any related documents and any attachments to those documents: (i) have been authorized by the governing body of Seller, (ii) have been executed and delivered by Seller, and (iii) are the legal, valid and enforceable obligations of Seller subject to bankruptcy, equitable principles and the rights of creditors, generally. By complying with the terms and conditions of this Qualified Seller Agreement, Loan Purchase Agreement and any related documents, Seller is not and will not be in conflict with or cause a breach or default under any statutes governing Seller, the charter or bylaws of Seller, any agreement or instrument to which Seller is a party, or any judgment, order, or regulation controlling Seller. (c) By executing and delivering this Agreement and the Loan Purchase Agreement and performing the actions as provided in these documents, Seller is not breaching or causing a default under any law of the United States of America or the state law applicable to Seller. Nor in so doing is the Seller breaching or causing a default of any administrative regulation binding on Seller, or any judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which Seller is a party or is otherwise bound. (d) No Legal Proceeding exists or is pending or threatened against Seller that (i) would affect the Seller's existence or the titles of its officers to their respective offices; (ii) seeks to prohibit the sale of the Development Loans or seeks to intercept, block or collect revenues used as a security to pay the principal and interest of the DeveloPment Loans; (iii) contests the Collateral pledged to the Development Loans or in any way contests or affects the validity and enforceability of the Development Loan Documents, the Qualified Seller Agreement or the Loan Purchase Agreement; or (iv) contests the powers of Seller or its authority to enter into and perform its obligations under this Agreement, the Loan Purchase Agreement or related documents, so that if the outcome of such a proceeding were unfavorable, the validity or enforceability of the Development Loans, the Development Loan Documents, the Qualified Seller Agreement or the Loan Purchase Agreement would be adversely affected. 3.04 CRF Warranties, Representations and Covenants. CRF represents, wan'ants and covenants with Seller that as of the execution and delivery of this Agreement, any Loan Purchase Agreement, and as of any Closing: (a) CRF has full legal authority to enter into this Agreement, the Loan Purchase Agreement and related documents; (b) The documents and any attachments to the documents have been duly authorized, executed and delivered by CRF, and are the legal, valid and enforceable obligations of CRF, subject to bankruptcy, equitable principles and the rights of creditors generally; (c) By complying with the terms and conditions of the documents, CRF will not be in conflict with any law governing CRF, any regulations, judgments or orders governing CRF, any agreements or instrument in which CRF is a party, or the charter or bylaws of CRF; (d) As of the date of this Agreement, except as otherwise disclosed by CRF, no Legal Proceeding is pending or, to CRF's knowledge, threatened against CRF which, if determined adversely to CRF, would have a material adverse effect on the transactions contemplated in the Qualified Seller Agreement or the Loan Purchase Agreement or other related documents; and (e) By executing and delivering this Agreement and the Loan Purchase Agreement and performing the actions as provided in the documents, CRF is in compliance with all laws, statutes, ordinances, rules and regulations of any and all government entities and agencies have jurisdiction over the transactions contemplated by the documents. 3.04. Survival of Representations and Warranties. Seller's representations, warranties, covenants and agreements made pursuant to this Agreement or any Loan Purchase Agreement and any related Documents will remain in effect and survive delivery of and payment of the Purchase Price of any Development Loan. CRF's representations, warranties, covenants, and agreements made pursuant to this Agreement or any Loan Purchase Agreement and any related Documents will remain in effect and survive delivery of and payment of the Purchase Price Section 4. LOAN PURCHASE PROCESS 4.01. No Obligation to Sell or Purchase. CRF will only be obliged to purchase Development Loans and Seller will only be obliged to sell Development Loans under an executed and delivered Loan Purchase Agreement. In so doing, Seller and CRF will be subject to the terms, limitations and conditions set forth in this Agreement and the Loan Purchase Agreement. 4.02. Loan Evaluation. Seller will identify each Development Loan that it wants to sell, if any, and will permit CRF's Representatives to review the complete Loan File for such Development Loan and other relevant Loan Information. 4.03 Site Visits. Seller will use its best efforts to arrange visits by CRF or its Representatives to the premises of the Borrower or any guarantor at their respective principal places of business and, if at a different site, at the location of the Collateral. Such a visit will require reasonable advance notice by CRF or its Representatives, and will be for the purposes of enabling CRF or its Representatives to inspect the Collateral, to interview the Borrower and any guarantor, and to otherwise become familiar with the business affairs of the Borrower and any guarantor. 4.04. Purchase of Development Loans. The purchase by CRF of specific Development Loans must be made under the terms of an executed and delivered Loan Purchase Agreement between Seller and CRF. The terms and conditions set forth in the applicable Loan Purchase Agreement, together with the terms and conditions contained in this Agreement, will govern the purchase of any specific Development Loan by CRF fi:om Seller. 10 4.05. Acceptance. Seller may accept a purchase offer by delivering to CRF two originally signed copies of a Loan Purchase Agreement. 4.06 Interim Servicing by Seller. In some circumstances, a Loan Purchase Agreement may be executed before a Closing is conducted. Also, a Loan Purchase Agreement may be executed and no Closing conducted before the Loan Purchase Agreement expires. In both of these interim periods, the Seller must continue to service and administer each Development Loan included in the Loan Purchase Agreement. During these interim periods, Seller must report to CRF at least monthly on the status of any Development Loan being sold under the executed Loan Purchase Agreement. Included in such reports must be the principal amount outstanding, any interest accrued and unpaid and the existence of any Default regarding the Development Loans. Section 5 OTHER PROVISIONS 5.01. Reuse of Proceeds. Seller covenants and agrees that substantially all of the Loan Sale Proceeds from the sale of a Development Loan to CRF will be used to fund new Development Loans. Seller agrees that it will file annual reports with CRF regarding any such new Development Loans until the principal amount of the new Development Loans exceeds the Loan Sale Proceeds. The annual reports to CRF must include the information specified in Section 5.02 below. 5.02 Reports. Seller agrees to provide an annual report to CRF containing a description of how the Loan Sale Proceeds have been used, (e.g. new loans made, types of projects financed, jobs created.) CRF intends to use the information provided in the annual reports as a basis for fundraising and reporting to CRF contributors and the use or other permitted application of the Loan Sale Proceeds is important to CRF's qualification as a tax-exempt nonprofit status. Reports must cover the preceding calendar year and must be submitted to CRF not later than April 1 of each year. The provisions of this Section 5 remain in effect until the principal amount of all the new Development Loans exceeds the amount of the Loan Sale Proceeds, notwithstanding the termination of this Agreement. (656597.1) Section 6. DEVELOPMENT LOAN CLOSING PROCEDURES 6.01. Closing. On the day of the Closing, a duly authorized and executed assigmnent of Development Loans and related Notes and Development Loan Documents, together with all original Loan Files and related documents, must be delivered to CRF. On the same date, CRF must pay the Purchase Price to Seller. Each Loan Purchase Agreement will set forth the procedures for the Closing. Section 7 MISCELLANEOUS 7.01 Notices. All notices and communications as part of this Agreement must be in writing and, except as otherwise agreed to, must be delivered, mailed faxed, or telegraphed to the following addresses: if to CRF, to: Community Reinvestment Fund 2400 Foshay Tower 821 Marquette Avenue Minneapolis, Minnesota 55402-2903 Attention: Frank Altman, President Phone 1-612-338-3050 or 800-475-3050 FAX; 1-612-338-3236 if to Seller, to: City Of Columbia Heights Housing and Redevelopment Authority 590-40th Avenue N.E. Columbia Heights, MN 55421 Attention: Mark Nagel (763)-706-3670 (763)-7063671 7.02. Governing Law. This Agreement is governed by and is to be interpreted under the laws of the State of Minnesota. 12 7.03. Parties in Interest. This Agreement is binding upon and will inure to the benefit of CRF and Seller, and their successors and assigns. 7.04 Time. Time is of the essence of this Agreement. 7.05 Assignments. CRF's interest in the Development Loans and Development Loan Documents is assignable to any entity formed, sponsored, managed or controlled by CRF and any lender or trustee or agent on behalf of any investor or lender, including a trustee acting on behalf of holder of notes or other obligation issued by or on behalf of CRF or an affiliate and secured by one or more Development Loans. 7.06 Counterparts. This Agreement may be executed in any number of counterparts, each of which is to be considered an original copy. 7.07 Termination This Qualified Seller Agreement will remain in full force and effect until (i) 60 days following receipt by either party of a written notice of termination of this Agreement (so long as no Loan Purchase Agreement has been executed by the parties hereto and remains in effect) or (ii) sooner upon the mutual written agreement of CRF and Seller, provided, however; no termination of this Agreement pursuant to clause (i) or (ii) shall release Seller t5om its obligations under this Agreement with respect to any Development Loans theretofore sold to CRF or with respect to Seller's obligations under Section 5 of this Agreement. 13 This Qualified Seller Agreement has been executed and delivered by the duly authorized officers of Seller and CRF as of the date (insert date). HOUSING AND REDEVELOPMENT AUHTORITY OF COLUMBIA HEIGHTS, MINNESOTA (SELLER) Its: Chair .- Its: Executive Director COMMUNITY REINVESTMENT Its: ~J i~?,,-- Pft~f~e}~.~"' 14