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The MCCF Loan Criteria, which has been reviewed and accepted by CRF, is attached to this prospectus as <br /> Exhibit F. One of the primary considerations for Members to consider as loan terms and conditions are being <br /> negotiated is how the secondary market will price the loan for purchase. CRF, and most institutional investors <br /> active in buying economic development loans, are seeking a market rate of return. Accordingly, loans that are <br /> priced at market rates receive par value, those priced above market rates earn a premium, and those priced below <br /> prevailing market rates are discounted. In the event a loan is discounted,the originating Member will be required to <br /> contribute an amount equal to the discount at or prior to the loan closing so that the Loan Fund will not be reduced <br /> in value. See"Business Plan-Loan Origination and Closing Expenses". <br /> It is anticipated that CRF and other loan purchasers will require a credit reserve of at least 5% of the principal <br /> amount of the loan sold to the secondary market, which will be held by MCCF for a period of 12 months from the <br /> date the loan is purchased. In the event of a default upon the loan within such 12-month period, MCCF would be <br /> required to release all or part of the credit reserve for such loan to the secondary market purchaser. See"Business <br /> Plan-Loan Origination and Closing Expenses". <br /> The loan purchase terms,including any discount from par value and any reserve requirement will be known prior to <br /> any binding commitment by MCCF to the borrower or any participating bank and the originating Member may,if it <br /> does not wish to proceed,withdraw the loan from further consideration at that time. <br /> LOAN FUND ESCROW AGREEMENT SUMMARY <br /> The following is a summary of the Loan Fund Escrow Agreement which is included with this Prospectus as <br /> Exhibit D. The Loan Fund Escrow Agreement is between MCCF,Wells Fargo Bank Minnesota, NA, as Escrow <br /> Agent and Offerees who may become Members pursuant to the Participation offered by this Prospectus. The <br /> Escrow Agent's duties shall be as follows: <br /> • To hold all Member Funds deposited in the Loan Fund in one account and invest the Member Funds in <br /> accordance with the directions of MCCF, provided Member Funds may only be invested in U.S. <br /> Government Bonds, U.S. Government Agency Bonds, and U.S. Government Money Market Funds, • <br /> and federally-insured Certificates of Deposit. <br /> • In the event Escrow Agent has not received a minimum of$2,500,000 of Member Funds by October <br /> 31, 2002, the Loan Fund shall terminate and the Escrow Agent shall refund to Members, without <br /> interest,the amount of each Member's deposit in the Loan Fund. <br /> • Transfer to MCCF all revenue and interest derived from the investment of the Loan Fund. <br /> • Advance Member Funds to MCCF upon MCCF providing Escrow Agent with a request signed by an <br /> authorized representative of MCCF stating: <br /> (i) The amount of the requested funds necessary for a Development Loan by MCCF to a <br /> named borrower; <br /> (ii) A representation that the Member Funds requested will be used to fund the principal <br /> amount of the Development Loan to the borrower and directing the funds to be <br /> transferred by wire transfer to a named title company or authorized closing agent of <br /> MCCF as of a specified time. <br /> (iii) A representation that MCCF has received a commitment for the sale of the Development <br /> Loan to a named Loan Purchaser at a sale price which is equal to the amount to be <br /> transferred by Escrow Agent to the title company or authorized closing agent of MCCF; <br /> and <br /> (iv) That the Member Funds advanced by the Escrow Agent to the title company or • <br /> authorized closing agent of MCCF will not be irrevocably advanced by MCCF to fund <br /> the Development Loan until MCCF has confirmed with the Escrow Agent that Escrow <br /> Agent has received a wire transfer from the Loan Purchaser in an amount equal to the <br /> sale price of the Development Loan. <br /> 15 <br />