5.0. EDSR 07-08-2002 - Laserfiche WebLink

Home Browse Search

• PARTICIPATION AGREEMENT Minnesota Community Capital Fund Minnesota Community Capital Fund("MCCF')and the undersigned("Member")agree as follows: 1. Defined Words. The words which are defined in the Prospectus of MCCF dated April 30, 2002 ("Prospectus") when capitalized in this Agreement have the same meaning as set forth in the Prospectus,provided the term"Agreement" as used herein means this Participation Agreement. 2. Loan Fund Participation. Member wishes to participate in the Loan Fund and become a Member of MCCF and hereby agrees to execute the Loan Fund Escrow Agreement and deliver to MCCF a completed Loan Fund Escrow Agreement Signature Page,together with Member's certified check,bank money order,or other good funds in the amount of its participation as set forth on the signature page of this Agreement,payable to Wells Fargo Bank Minnesota,N.A.Escrow Agent MCCF Loan Fund. 3. Member Participation. MCCF agrees that upon receipt of the funds and documents as described in Section 2 above, it will deliver Member's'funds and the Member Loan Fund Escrow Agreement Signature Page to the Escrow Agent and, upon acceptance by the Escrow Agent, the Member's funds shall be deposited into the Loan Fund and Member shall be entitled to all of the privileges of membership in MCCF as set forth in its Articles of Incorporation,Bylaws and this Agreement. 4. Rights of Membership. MCCF agrees that Members of MCCF have, in addition to the rights of Members as set forth in the Articles of Incorporation and Bylaws of MCCF,the following rights: • (a) Members are able to originate individual Development Loans of up to ten times the amount of their deposit balance in the Loan Fund or contribution to MCCF. Members are able to originate multiple Development Loans, which in the aggregate have no topside limit, except that no individual Development Loan may be in excess of ten times the Member's deposit balance in the Loan Fund or the Member's contribution to MCCF; (b) The Fund Manager will work closely with Members,prospective borrowers, and other lenders in analyzing and structuring financing transactions that will best meet the needs of both borrowers and other participating lenders. The Fund Manager will be responsible for Development Loan closings and negotiating the sale of Development Loans to the secondary market and perform all paperwork and report filing required by the Minnesota Business Subsidy Law with respect to Development Loans. 5. Originating Member Obligations Limited. The originating Member of each Development Loan will be required by the Loan Purchaser to fund a credit reserve of not less than five percent of the principal amount of the Development Loan for a period of 12 months following the closing of the sale to the Loan Purchaser. In the event the price offered by the Loan Purchaser is discounted from par value (face amount of the loan), the originating Member will be responsible for funding the difference between the par value and the loan sale price. The actual credit reserve requirement or any discount from par value will be known to the originating Member prior to the commitment by MCCF to the borrower and other funding sources. The originating Member may decline to proceed with the Development Loan closing without any obligation at any time prior to the formal written approval of the Development Loan by the Member. In the event the Development Loan originated by a Member is sold at a premium, the Member will receive at closing the Development Loan premium payment (the amount paid by the Loan Purchaser in excess of the face amount of the loan). Except as set forth in this section,Members do not incur any expenses,costs,or obligations with respect to Development Loans that they originate and which MCCF initially funds through the Loan Fund. •