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 (60th) 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. "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. G. This Agreement shall inure to the benefit of, and shall be binding upon, each of the Parties hereto and their respective heirs, successors, and assigns.

DATED at ______, Vermont, this ______day of ______, 20____.

In The Presence of:

______Burlington Community Land Trust Witness

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,

______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

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