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Northampton joinder AND MassDocs Global Participation Agreement signed 6_19_2015Joinder to Global Participation Agreement The City of Northampton ( "City ") joins in the execution of the Global Participation Agreement dated March 13, 2006 among, inter alia, The Commonwealth of Massachusetts acting by and through the Department of Housing and Community Development, Community Economic Development Assistance Corporation, Massachusetts Housing Partnership Fund Board, and The Commonwealth of Massachusetts acting by and through the Department of Housing and Community Development under the Affordable Housing Trust Fund Statute, M.G.L. c. 121D, by the Massachusetts Housing Finance Agency, as administrator (the "Global Participation Agreement ") for the purpose of establishing itself thereunder as a Lender. Pursuant to Section 21 of the Global Participation Agreement, the City agrees to become a party to the Global Participation Agreement for the purposes of participating in the Program (as defined therein) and to perform all the obligations of a Lender thereunder. Notices to the City under the Global Participation Agreement should be sent as set forth below. IN WITNESS WHEREOF, the City of Northampton has caused this Joinder to be executed under seal, by an official thereunto duly authorized, as of the 1Y day of .tune, 2015. City o mpton By: Name: David J. Narkewicz Title: Mayor NOTICE ADDRESS: City of Northampton 210 Main Street Northampton, MA 01060 Attn: City Solicitor With a copy to: City of Northampton 210 Main Street, RM 11 Northampton, MA 01060 Attn: Director of Planning and Sustainability MARSDOCS GLOBAL PARTICIPATION AGREEMENT THIS AGREEMENT ( "Agreement ") is entered into as of this 13th day of March; 2006, between The Commonwealth of Massachusetts acting by and through the Department of Housing and Community Development, having its principal office at 100 Cambridge Street, Suite 300, Boston, Massachusetts 02114 ( "DHCD "); Community Economic Development Assistance Corporation, a body politic and corporate, duly organized and existing in accordance with Chapter 40H of the Massachusetts General Laws, having its principal office at 18 Tremont Street,,Boston, Massachusetts 02108 ( "CEDAC "); Massachusetts Housing Partnership Fund Board, a Massachusetts public instrumentality and body politic and corporate having its principal office at 160 Federal Street, Boston, Massachusetts 02110 ( "MHP ") and The Commonwealth of Massachusetts acting by and through the Department of Housing and Community Development under the Affordable Housing Trust Fund Statute, M.G.L. c.121D, by the Massachusetts Housing Finance Agency, as administrator, having its principal office at One Beacon Street, Boston, Massachusetts 02108 ( "AHTF "). DHCD, CEDAC, AHTF and MHP are collectively referred to as the "Lenders" and each individually as a "Lender ". PRELIMINARY STATEMENT The Lenders have agreed to participate in a program to make subordinate mortgage loans jointly for the purpose of financing the acquisition and/or construction/rehabilitation of affordable housing in Massachusetts (the "Program "). Loans to individual affordable housing developments will be individually underwritten by each Lender under its own loan program standards and each Lender will independently decide whether or not to make a, loan for a particular housing development. Each Lender will have the right to decide whether or not to - BOST1:393546.v10 close a loan to. a particular affordable housing development through the Program. Loans to be closed under the Program (each a "Combined Loan ") will be evidenced by separate promissory notes of the Borrower (each, a "Borrower ") payable to each of the Lenders (each individually a "Note ", collectively, the "Notes "). The Notes will be secured by one of each of the following joint loan documents (hereinafter called the "Loan Documents "): (a) Mortgage, Security Agreement and Assignment of Leases and Rents (the "Mortgage"); (b) Loan Agreement (the "Loan Agreement "); and (c) Affordable Housing Restriction (the "Restriction "). The Loan Documents also include certain ancillary documents. This Agreement sets forth the AGREEMENTS NOW THEREFORE, in consideration of the mutual promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lenders agree as follows: 1. Agent Lender. The Lenders hereby- agree to cooperate in a program of joint lending to affordable housing projects in The Commonwealth of Massachusetts (each a "Project "). DHCD shall act as the lead lender for all of the Lenders providing financing to Projects pursuant to this Agreement (the "Agent Lender "), unless DHCD is not providing financing for a Project or declines to act as Agent Lender or appoint another Lender as Agent Lender in which case the Lenders providing financing to a particular Project shall appoint another Lender to act as Agent Lender for such Project. In the event such Lenders are unable to reach mutual agreement regarding the appointment of an Agent Lender, DHCD shall appoint the -2- - BOST1:393546.v10 Agent Lender within seven (7) business days after receipt of written notice of a deadlock. At such time as DHCD becomes aware of a Project that is being funded by more than one Lender, DHCD (or, if DHCD is not providing financing, any Lender that is providing financing) may request that all other Lenders making loans to such Project close such loans under the Program (a "Joint Closing "). Such a request shall be made by transmitting a "Loan Information Form" (attached hereto as Exhibit A to each of the other Lenders making a loan to the Project. Each Lender who agrees to participate in a Joint Closing for the particular Project shall so indicate by notice to DHCD (or, if DHCD is not participating, the other Participating Lenders), which notice may take the fonn of a memorandum or letter and shall be accompanied by an award letter,. 1 commitment letter or other document describing the terms and conditions of such Lender's loan(s) to the particular Project. The term "Participating Lenders" used herein shall mean those Lenders who have agreed to participate in a Joint Closing with respect to a Project and who have so notified DHCD (or, if DHCD is not participating, the other Participating Lenders). 2. Joint Counsel. The Agent Lender for a particular Combined Loan shall coordinate the selection of legal counsel ('joint Counsel ") who will be responsible for the Joint Closing. The Lenders have agreed on a list of acceptable legal counsel, which list shall be updated from time to time with the approval of all Lenders. If a particular legal counsel is approved by fewer than all of the Lenders, such legal counsel may nonetheless be included on the list of approved legal counsel with a designation of the Lenders who have approved such legal counsel. Such legal counsel shall only be selected for Joint Closings involving only Lenders who have approved such legal counsel. The Joint Counsel selected to perform a particular Joint Closing shall enter into an engagement letter with all Participating Lenders in a mutually acceptable form, which engagement letter shall provide that the Joint Counsel legal fees -3- - �BOST1:393546.v10 shall be shared equally by the Participating Lenders (however, if a significant portion of such legal fees relates to work that benefits only one or some of the Participating Lenders, the Participating Lenders will mutually agree on an appropriate apportionment of such portion of the fees). The Joint Counsel legal fees shall be mutually agreed upon by the Joint Counsel and the Participating Lenders. Such engagement letter shall also provide that in the event of any dispute among Lenders, the Joint Counsel shall not represent any Lender in such dispute. All Lenders involved in the dispute may retain separate counsel to represent them in such dispute unless all Participating Lenders otherwise consent. Legal counsel selected to perform Joint Closings may enter into an engagement letter for each Joint Closing or may by mutual agreement enter into a global engagement letter with one or more Lenders governing all Joint Closings to be performed over a specified period of time under the Program. 3. Joint Closing Mechanics. The Agent Lender shall initially provide to Joint Counsel for a particular Combined Loan a copy of the Loan Information Form as well as the award letters, commitment letters or other documents describing the loan(s) of each Participating Lender. As the terms of a Combined Loan change from time to time, the Participating Lenders shall be responsible for providing Joint Counsel with amendments to the documents which describe the terms of their respective loans. The Joint Counsel shall prepare all of the Loan Documents for the Joint Closing using agreed -upon forms. As of the date hereof, the Lenders have agreed upon forms of Loan Documents for the Program. Such forms may be modified from time to time with the mutual agreement of all Lenders and shall be maintained by DHCD. The final Loan Documents for a particular Joint Closing shall be subject to the approval of all Participating Lenders and Joint Counsel shall be instructed not to modify the standard form Loan Documents except to the extent necessary to address specific issues related to the particular -4- - BOST1:393546.v10 Project or specific terms of the Participating Lenders' loans and Joint Counsel will be instructed to identify all such modifications in the final Loan Documents, in format acceptable to the Participating Lenders. Joint Counsel shall prepare a closing agenda for the Joint Closing and will review and approve all due diligence required by the Participating Lenders. Joint Counsel shall communicate directly with all Participating Lenders to assure that all closing requirements of each Participating Lender are met. Joint Counsel shall prepare, or ensure that another attorney involved in the Joint Closing prepares, a closing binder incorporating all of the Loan Documents, r the summary of modifications and all significant due diligence from the particular Joint Closing. Each Participating Lender shall receive a copy of such closing binder. If any Participating Lender so requests, the closing binder will be made available in digital /CD format. The Joint Counsel will be required to deliver the closing binder within 30 days after the date on which documents are recorded for the closing. 4. Priority. The Lenders agree that each of the Participating Lenders' Notes shall be of equal priority, provided that if a Joint Closing involves funding under the MHP Home Funders Program, the Note payable to MHP under such program (the "Home Funders Note ") shall be senior in payment priority to other Participating Lenders' Notes. Provided that a Participating Lender has not received notice and is not otherwise aware of any Event of Default (as defined in the Loan Documents) outstanding at the time in question, any payment received by such. Participating Lender in accordance with the terms of the Loan Documents may be accepted and applied in accordance with the Loan Document pursuant to which such payment is made. Any payment received by a Participating Lender after such Participating Lender has received or otherwise becomes aware of an Event of Default (whether by the exercise of remedies or -5- - BOST1:393546:v10 otherwise) or as a result of an eminent domain award or casualty proceeds (not applied to restoration and continuation of the Project in compliance with the Affordable Housing Restriction), or other payment not made in the ordinary course of business, shall be held by the recipient in trust for the benefit of all of the Participating Lenders. Such payment shall be disbursed by the Participating Lender holding such payment as follows: first to MHP, up to the amount of principal and interest outstanding on any Home Funders Note to such Project, and then to the other Participating Lenders on a pro rata basis, determined in accordance with the ratio of the total amount of principal and accrued interest then owed to each of them to the total aggregate amount of principal and accrued interest then owed to all of them. Notwithstanding the foregoing, all payments received by Participating Lenders shall be applied only in a manner consistent with the regulations governing the federal HOME Investment Partnerships Program, if the Combined Loan includes HOME funds. Agent Lender As Holder. Each Participating Lender in connection with a Combined Loan made under the Program shall be the holder of its own Note. All other Loan Documents, the policies of insurance from time to time in force in accordance with the provisions of the Loan Documents, all collateral and security which may from time to time be delivered to the Participating Lenders (the "Collateral ") and all other documents delivered in connection with the Combined Loan, shall be in the name of, run to, be delivered to, and be held by the Agent Lender as agent for all Participating Lenders. Participating Lenders shall have the right to examine such materials at all reasonable times. The Agent Lender shall provide (or direct the Joint Counsel to provide) all Participating Lenders with digital /CD copies (or, if acceptable to the Participating Lender, photocopies) of the Loan Documents and such other documents relating to the Combined Loan as requested. Unless otherwise required by law, the -6- - �BOST1:393546.v10 Agent Lender shall not be required to account to the other Participating Lenders for any earnings on any escrow account held by the Agent Lender under a Combined Loan. All regular payments by a Borrower made pursuant to a Note shall be made directly to the Participating Lender who is the holder of such Note, subject to the provisions of Section 4 above. 6. Loan Increases; Amendments. A Participating Lender shall give the Agent Lender. no less than fifteen (15) business days' written notice of ally increase in the amount of such Lenders' financing to a Project closed under the Program or other change to the terms of such financing, with a copy to all other Participating Lenders. Any objection by a Participating Lender to any such change shall be made in writing within the fifteen -day period. Following the expiration of the fifteen -day period, or resolution of the objection, if applicable, Agent Lender shall promptly instruct Joint Counsel for the Combined Loan (or any successor Joint Counsel named by the Agent Lender) to prepare any necessary amendments to the Loan Documents reflecting the increase in the amount of the Combined Loan and any other relevant changes. Any fees charged by Joint.Counsel in the preparation of such documents shall be the responsibility of the Participating Lender initiating such increase or change. 7. Agent Lender's Authority. Subject to the other terms and conditions of this Agreement, the Agent Lender is hereby authorized to act on behalf of itself and the other Participating Lenders, to the extent expressly herein provided, in the exercise of rights and powers of the Participating Lenders under the Loan Documents, including the taking of such . enforcement actions under the Loan Documents as the Agent Lender, in its reasonable judgment deems necessary or desirable, provided that the Agent Lender shall not release any valuable security for the Combined Loan (except upon payment in fall of the Combined Loan or as otherwise required by the terms of the Loan Documents) without the consent of the Participating -7- - BOST1:393546.v10 Lenders, which consent shall not be unreasonably withheld or delayed, and shall consult with the Participating Lenders regarding the application of any insurance proceeds or condemnation awards. 8. Loan Administration. (a) General. Each Participating Lender in a transaction shall be primarily responsible for the underwriting, closing and administration of its own portion of the Combined Loan and the Agent Lender shall perform only those duties specifically assigned to it hereunder or by unanimous agreement of the Participating Lenders. (b) Notices. The Loan Documents shall provide that all notices to be given and reports to be submitted by the Borrower under the Combined Loan shall be given or submitted simultaneously to all Participating Lenders. If an Agent Lender receives a notice from a Borrower that does not appear to have been simultaneously given to all Participating Lenders, the Agent Lender will use reasonable efforts to give a copy of such notice to all Participating Lenders and to instruct the Borrower that all future notices must be sent to all Participating Lenders. If an Agent Lender gives a notice to a Borrower under the relevant Loan. Documents, including any notice of a default or event of default, the Agent Lender shall simultaneously send a copy of such notice to all other Participating Lenders. The inadvertent failure to send a copy of such notice shall not affect the validity of the notice. (c) Construction Monitoring. The Participating Lenders with respect to a particular Combined Loan shall cooperate to select a construction inspector for the Project funded by such Combined Loan. In connection therewith, the Participating Lenders may enter into a construction monitoring agreement with the designated construction inspector in a mutually satisfactory form or may arrange to receive construction monitoring reports and the like -8- - BOST1:393546.v10 . from a construction inspector retained by the senior lender for the particular Project by mutual agreement. (d) Requisition and Disbursement. The proceeds of a Combined Loan shall be disbursed from time to time individually by each of the Participating Lenders directly to the Borrower pursuant to the provisions of the Loan Agreement and, if relevant, pursuant to the terms of a disbursing agent agreement entered into between an individual Participating Lender and its disbursing agent.. The Agent Lender shall not serve as disbursing agent for any other Participating Lender except by specific arrangement between the Agent Lender and another Participating Lender. The Lenders shall cooperate in the disbursement process by agreeing on common requisition /disbursement documentation and procedures and sharing information derived from construction progress inspections. The form Loan Agreement shall provide that each Participating Lender and/or its designee shall receive copies of the Borrower's disbursement requests. A Participating Lender whose funds are being requisitioned in a specific disbursement request shall notify the Agent Lender in writing within seven (7) business days of receipt of a disbursement request or two (2) business days after receipt of a recommendation from a construction monitoring agent, whichever is later, of its approval, partial approval or disapproval of such disbursement request. Any other Participating Lender may also notify the Agent Lender of its objection to a disbursement request. If the Agent Lender receives no notice of approval, partial approval or disapproval within such time period from any Participating Lender, Agent Lender may, but shall not be required to, notify the Borrower and all Participating Lenders that the submitted disbursement request has been approved. Agent Lender shall promptly notify the Borrower and all Participating Lenders if a disbursement request is approved, partially approved or -9- - BOST1:393546.v10 disapproved, the reasons for such disapproval or objection, and the identity of the Participating Lender(s) from whom notice of disapproval or objection was received. The Lenders agree that notwithstanding receipt of notice of partial approval or disapproval from the Agent Lender with respect to a disbursement request, a Participating Lender may, but shall not be required to, disburse its share of the disbursement request to the Borrower. (e) Consents and Approvals. The Lenders hereby agree that the Agent Lender shall communicate to the Borrower any approvals or disapprovals which may be required under the Loan Documents governing a Combined Loan (including but not limited to approval of leases, annual rent schedules or budgets, changes in transfer of control or ownership, management agreement amendments, changes in management agent, re- syndications, or . re- financings of first mortgage loans) and, subject to the limitations set forth herein, approvals of the form and sufficiency of borrower- submitted documentation to the extent approval of any of the same is required by the Loan Documents. Participating Lenders shall have fifteen (15) business days from the date of receipt of a request for consent or approval or other borrower- submitted documents to notify the Agent Lender of their response to such request or document. If the Agent Lender receives no notice of disapproval or objection within such time period, the Agent Lender may, but shall not be required to, notify the Borrower and all Participating Lenders that the request or document is approved. The Agent Lender shall. timely notify the Borrower and all Participating Lenders of the response to a request for consent or other document and, if such response is a disapproval, the reasons for such disapproval and which of the Participating Lenders disapproved. (f) Reporting. Each Participating Lender shall retain responsibility for review of annual reports and all Program- Specific Requirements (as defined below). A Participating -10- - BOST1:393546.v10 Lender shall be responsible for notifying the Borrower of delinquencies in submission of annual reports or other required reports or other failures to meet Program - Specific Requirements, with a copy of such notice also delivered to the Agent Lender and other Participating Lenders. "Program - Specific Requirements" shall mean those ongoing project compliance requirements set forth in authorizing legislation, regulations and/or guidelines for the HOME Investment Partnership Program, Housing Stabilization Fund, Capital Improvement and Preservation Fund, Housing Innovations Fund, Facilities Consolidation Fund, Affordable Housing Trust Fund, MHP Subsidy Program, MHP Home Funders Program, Commmunity -Based Housing Fund Program, Commercial Area Transit Node Housing Program, Community Development Block Grant Program, and any other program or fund included in this Program by a Participating Lender in accordance with Section 21 hereof. 9. Defaults. The Agent Lender with respect to a particular Combined Loan shall enforce the Loan Documents on its own behalf and on behalf of the Participating Lenders, either at the request of a Participating Lender or on its own initiative. The Agent Lender, on its own initiative, may give notice of a default or event of default under the Loan Documents to the Borrower under a Combined Loan and shall deliver a copy of any such notice to all Participating Lenders. A Participating Lender may, on its own initiative, advise the Agent Lender of the existence of a default or event of default under the Loan Documents. Upon receipt of a notice of the existence of a default or event of default from a Participating Lender, the Agent Lender shall promptly notify the Borrower of such default or event of default, whether the default or event of default is susceptible of cure and the relevant time period, if any, the Borrower has to cure the default, with a copy of such notice to all Participating Lenders. Such notice shall instruct the Borrower, if relevant, to deliver copies of any response to all Participating Lenders. -11- - BOST1:393546.v10 If the Borrower tenders evidence of cure, Participating Lenders shall have fifteen (15) business days to evaluate such evidence and to notify the Agent Lender of their acceptance of or objection to such cure. If the Agent. Lender does not receive an objection Trom a Participating Lender within such time period, and Agent Lender itself does not so object, Agent Lender may notify the Borrower that the cure has been accepted. If either (a) one or more Participating Lenders objects to the Borrower's evidence of cure; or (b) Borrower does not tender evidence.of cure within the prescribed time period, then the Agent Lender shall so notify the other Participating Lenders. At any time when there is an outstanding default or event of default that either is not susceptible of cure or has continued beyond all applicable notice and cure periods without a cure having been tendered and accepted, any Participating Lender may request that Agent Lender exercise remedies for default or the Agent Lender may, on its own initiative, exercise remedies for default. 10. Exercise of Remedies. If an Agent Lender, either on its own initiative or at the request of one or more Participating Lenders, intends to exercise remedies against a Borrower, including foreclosure or suit for specific performance, the Agent Lender shall so notify all Participating Lenders. In the event the Agent Lender so notifies the Participating Lenders, any Participating Lender (including the Agent Lender) may request a sixty- (60 -) day standstill by notice to all Participating Lenders, whereupon all Participating Lenders shall cooperate for a period of not less than sixty (60) days (unless all Participating Lenders have agreed to a shorter time period) to attempt to structure a workout or other arrangement to avoid taking enforcement action. If either (x) no Participating Lender requests a standstill or (y) after a standstill period the Participating Lenders and the Borrower do not reach consensus with respect to a workout, the -12- -BOST 1:393546.v 10 Agent Lender may proceed to exercise remedies against the Borrower.. The Agent Lender shall keep all Participating Lenders informed of the progress of such proceedings, but shall not be required to obtain the consent of Participating Lenders to the Agent Lender's various actions taken in connection with such proceedings, provided that the consent of all Participating Lenders shall be required before the Agent Lender enters into a settlement of any lawsuit. The Agent Lender's expenses in conducting a foreclosure, bringing suit or otherwise enforcing Loan Documents against a Borrower shall be borne by the Agent Lender unless one or more other Participating Lenders agrees to share such expenses. If the Agent Lender receives a request from a Participating Lender to exercise remedies under a Combined Loan, but the Agent Lender does not wish to pursue such remedies, the Agent Lender shall so notify all Participating Lenders. Thereafter, all Participating Lenders shall cooperate for a period of not less than sixty (60) days (unless all Participating Lenders have agreed to "a shorter time period) to structure a workout. If no such workout or other arrangement is agreed. upon, the Participating Lender seeking to exercise its remedies may request to become the Agent Lender for such Combined Loan, and the then - current Agent Lender shall assign the Loan Documents and any other Combined Loan collateral to the successor Agent Lender. Notwithstanding the foregoing, if at-any time there is a payment default by a Borrower under one Participating Lender's Note but not under any other Participating Lender's Note or if a Borrower is in default of a Program- Specific Requirement unique to one Participating Lender, and such Participating Lender elects to exercise its remedies with respect thereto, such Participating Lender shall notify the Agent Lender and all other Participating Lenders that it intends to file suit against such Borrower under its Note. A Participating Lender who separately takes action against a Borrower under its Note with respect to such a Program - Specific -13- - �BOST1:393546.vl o Requirement shall be subject to a 30 -day standstill arrangement on the same terms as described above. If such Participating Lender nonetheless proceeds to take action against such Borrower, it shall keep the Agent Lender and other Participating Lenders informed about such action and, if other defaults or events of default arise with respect to: the same Borrower, shall coordinate its enforcement activities with any enforcement activities undertaken by the Agent Lender. Any foreclosure proceeding shall be conducted only by the original or any successor Agent Lender. If an Agent Lender conducts a foreclosure sale, the Agent Lender shall be authorized to bid at such sale up to the total amount of the outstanding principal, interest and other charges payable under the Combined Loan on behalf of itself and all other Participating Lenders. If the Agent Lender is the successful bidder, the Agent Lender or its designee shall hold title to the relevant property for its own behalf and on behalf of the other Participating Lenders and the Agent Lender or its designee shall exercise reasonable business judgment and seek the advice of the other Participating Lenders ill taking actions with respect to such property. If the Agent Lender shall take possession of any property after the occurrence of a default or event of default (upon institution of foreclosure proceedings or otherwise), the Agent Lender shall collect all rents and operating revenues and pay all expenses (either from the rents or as an expense of collection) incurred by it in connection with the management of the property in question. During such period while the Agent Lender shall be in possession of any property, the Agent Lender shall be entitled to retain an outside management firm reasonably acceptable. to the Agent Lender. All management and other fees and expenses paid by the Agent Lender shall be deducted from rents collected,.or if such rents (if any) are insufficient, such fees and expenses shall be paid by the Agent Lender unless otherwise agreed by one or more Participating Lenders. All sales proceeds, whether at a foreclosure sale or from the subsequent sale of a property, shall -14- - BOST1:393546.v10 be distributed first to payment of the Agent Lender's expenses (which amount shall be shared with any Participating Lender who has reimbursed the Agent Lender for any of such expenses), second, to MHP up to the amount of principal and interest outstanding on any Home Funders Note that is part of the Combined Loan, then to the other Participating Lenders on a pro rata basis, determined in accordance with the ratio of the total amount of principal and accrued interest then owed to each of them to the total aggregate amount of principal and accrued interest then owed to all of them. 11. Exculpation. In discharging its responsibility with respect to a Combined Loan, an Agent Lender may take or forego any action and exercise its business judgment in the same manner as if such Combined Loan were held solely for the Agent Lender's own account. An Agent Lender may consult with legal counsel and other experts selected with due care and shall not be liable for actions taken or omitted to be taken in good faith in accordance with the advice of such experts so long as such action or omission does not violate another provision of this Agreement. An Agent Lender shall not incur any liability under this Agreement by acting upon any notice, consent or other instrument which it in good faith reasonably believes to be genuine and signed by the proper party. 12.. Representations and Warranties. Each Lender represents and warrants to each other Lender that its execution and delivery of this Agreement has been duly authorized. Each Lender shall individually underwrite its participation in a Combined Loan and independently evaluate all documents, instruments, reports and the like submitted by any Borrower. The Joint Closing of a Combined Loan by any Lender or the approval of a document, instrument, report or the like by any Lender shall not constitute a representation or warranty by such Lender (whether an Agent Lender or a Participating Lender) to any other Lender regarding the closing or -15- - BOST1:393546.v10 underwriting of such Combined Loan or the sufficiency, truthfulness or accuracy of any such document, instrument, report or the like. 13. Removal or Resignation of Agent Lender. An Agent Lender may not assign its rights and obligations hereunder without the consent of a majority in interest of the Participating Lenders, measured by respective outstanding principal balances, but may tender its resignation as Agent Lender for a Combined Loan by giving no less than sixty (60) days' prior written notice to the Participating Lenders. The Agent Lender's resignation shall not be effective until a successor has been appointed by DHCD or by a majority in interest of the Participating Lenders, measured by respective outstanding principal balances. All Participating Lenders other than the Agent Lender may by unanimous action remove an Agent Lender from its position with cause by giving no less than thirty (30) days' prior written notice to such Agent Lender. Removal of an Agent Lender shall not be effective unless a successor Agent Lender has been appointed by DHCD or by a majority in interest of the other Participating Lenders, measured by respective outstanding principal balances. References herein to a specific percentage of the Participating Lenders shall mean Participating Lenders holding loans whose aggregate outstanding principal and accrued interest equals or exceeds the stated percentage of the aggregate outstanding principal and accrued interest owed to all the Participating Lenders. 14. Notice. Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this paragraph referred to as "Notice ") must be in writing and shall be deemed to have been properly given or served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, and addressed as follows: -16- - BOST1:393546.v10 If to DHCD: Commonwealth of Massachusetts Department of Housing and Community Development 100 Cambridge Street, Suite 300 Boston, Massachusetts 02114 Attn: Associate Director Housing Development If to CEDAC: Community Economic Development Assistance Corporation 18 Tremont Street Boston, Massachusetts 02108 Attn: Michael Gondek, Executive Director If to MHP: Massachusetts Housing Partnership Fund Board 160 Federal Street Boston, Massachusetts 02110 Attn: Judith Jacobson, Deputy Director & General Counsel If to AHTF: Massachusetts Housing Finance Agency One Beacon Street Boston, Massachusetts 02108 Attention: General Counsel Each Notice shall be effective upon being personally delivered one (1) day after being sent by overnight courier three (3) days after being deposited in the United States Mail as aforesaid. By giving at least thirty (3 0) days prior Notice thereof, any Lender shall-have the right from time to time and at any time during the tenn of this Agreement.to change its notice addresses and each Lender shall have the right to specify as its address any other address within the United States of America. 15.. Governing Law. This Agreement and the obligations of hereunder shall be governed by and interpreted and determined in accordance with the laws of The Commonwealth of Massachusetts. -17- - BOST1:393546.v10 16. No Amendment. This Agreement may not be amended, modified, or changed, and no waiver of any provision of this Agreement shall be effective, except only by an instrument in writing signed by the party against whom enforcement of any waiver, amendment, change, modification or discharge is sought. 17. Severability. In the event that any term or provisions of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall be valid and enforceable to the fullest extent permitted by law. 18. No Partnership or Joint Venture. This Agreement shall not be construed to create a joint venture or partnership among the parties hereto. 19. Resolution of Disputes. The parties hereto agree that in the event that (a) any party believes that another party has breached its obligations under this Agreement, (b) any party seeks to impose any liability on another party to this Agreement, or (c) a dispute exists between any of the parties relating in any way to the Program or this Agreement, and the parties are unable to resolve any of the foregoing matters, the parties agree to seek a resolution by submitting the matter for arbitration by an independent third party. In the event of any arbitration pursuant to this Agreement, such arbitration shall be held in Boston, Massachusetts in accordance with Chapter 251 of the Massachusetts General Laws, as amended from time to time, and the then commercial arbitration rules of the American Arbitration Association. The award of the arbitrator shall be enforceable by a court of competent jurisdiction, but such arbitrator shall have no power beyond those given by the agreement of the parties (subject to the provisions of this Agreement) at the time a matter is submitted for arbitration. -18- - BOSTI:393546.v10 20. No Third Party Beneficiaries. In no event shall a Borrower or any other person not a party hereto have any rights as a third party beneficiary or otherwise as a result of this Agreement. The failure of any party hereto to comply with any terin hereof shall not affect the validity of any enforcement or other action taken by such party with respect to a Borrower or any other person not a party hereto. 21. Additional Parties; Additional Programs /Funds. A Lender that has agreed to participate in the Program shall become a party to this Agreement, and thereby a Participating Lender, by executing a joinder hereto. A Participating Lender may include any existing or future loan program or fund in this Program, by written notice to the other Participating Lenders, which notice shall be deemed an amendment to this Agreement. The Participating Lender adding such a program or fund shall bear the cost of modifying the document templates used in connection with the Program to accommodate such program or fund. - BOST1:393546.v10 [SIGNATURES APPEAR ON FOLLOWING PAGE] -19- IN WITNESS WHEREOF, the Lenders have caused this Agreement to be executed under seal, in several counterparts, each of which shall be deemed an original, as of the date first above written. WITNESS: THE COMMONWEALTH OF MASSACHUSETTS acting by and through its Department of Housing and Community Development Nam Title :�=���o COMMUNITY ECONOMIC DEVELOPMENT ASSISTANCE CORPORATION By: 1 Name: ('2 YN u-::�) t k c' Title: e CA -0 -- Cq itt-O e s t }�GnS Q MASSACHUSETTS. HOUSING PARTNERSHIP FUND BOARD Name ��, �?, 4-k c<, C ,. Title:, wee fei Ge.e�.lw Le Z MASSACHUSETTS HOUSING FINANCE AGENCY / By' %? 'Tt -PM,�s z N rame: itle: j cu-n vt� -20- - BOST1:393546.v10 MASSDOCS Exhibit A Loan Information Form Borrower: Project Name: Project Address: Lead Lender (check Department of Housing and Community Development one): Community Economic Development Assistance Corporation Massachusetts Housing Partnership Fund Board Massachusetts Housing Finance Agency City of Boston, Department of Neighborhood Development City of Joint Counsel: Loan Amounts/ $ HOME Investment Partnerships Program (DHCD). Programs (supply loan $ Commercial Area Transit Node Housing Program amounts for all. (DHCD) applicable programs): $ Transit - Oriented Development Infrastructure and Housing Support Program (MHP) $ Housing Stabilization Fund (MHP) $ Capital Improvement and Preservation Fund (MHP) $ Community -Based Housing Fund Program (CEDAC) $ Housing Innovations Fund (CEDAC) $ Facilities Consolidation Fund (CEDAC) $ Affordable Housing Trust Fund (AHTF) $ MHP Home Funders Program (MHP) $ MHP Subsidy Program (MHP)) $ Community Development Block Grant Program (City of Boston) $ HOME Investment Partnership Program (City of. Boston) $ Community Development Block Grant Program (City of ) $ HOME Investment Partnership Program (City of $ Program ( ) 21- - BOST1:393546.v10 Joinder to Global ardcipation A 0 6 The City of Chelsea (the "City ") joins in the i-mecution of the dated March 13, 2006 among, inter alia, The 'Com monwealtb tluough the Department of Housing and Community Develol Development Assistance Corporation, Massachusetts Housin. Commonwealth-of Massachusetts acting by and through the I Commiunty Development under the Affordalfle Housing Tru the Massachusetts Housing Finance Agency;`as admuustratoi Agreement") for the purpose of establishing itself thereunder 21 of the Global Participation Agmemi mt, thi, City hereby ag Participation Agreement for the purposes of I'mrUcipating in t to perform all the obligations of a Lender thieundez. Notice. Participation Agreement should be sent as se- forth Below. IN WITNESS WHEREOF, the City has caused fts Joinder to official thereunto duly authorized, as of the Do day of Sep CITY OF CHEL EA 0A)A By: Name: aczA A Title: NOTICE ADDRESS: City of Chelsea Office of Planning and Community Developiuciat City Hall, Room 101 500 Broadway e Chelsea, Massachusetts 02150 Attn: Carol Ridge Martinez t ii f -)30$T1 :404463.v1 11/17/06 KFI 72240.3 Global Partycipation Agreement of Massachusetts acting by and meat, Com uuity Economic Paztztersbap Fund Board, and The iepa t�ent of Housing and t Fund ;Statute, M.G.L. c.121D, by ( the "b1oba1 Participation 3s a Leiader. Pursuant to Section ees to Become a party to the Global Le Pro4am (as defined therein) and to the City under the Global be executed under seal, by an ember, 2006. Joinder to 61obal Participation Agreement The MALDEN REDEVELOPMENT AUTHORITY, as agent for and representative member of the NORTH SUBURBAN CONSORTIUM (the "NSC ") joins in the execution of the Global Participation Agreement dated March 13, 2006 among, inter alia, The Commonwealth of Massachusetts acting by and through the Department of Housing and Community Development, Community Economic Development Assistance Corporation, Massachusetts Housing Partnership Fund Board, and The Commonwealth of Massachusetts acting by and through die Department of Housing and Community Development under the Affordable Housing Trust Fund Statute, M.G.L. c.121D, by the Massachusetts Housing Finance Agency, as administrator ( the "Global Participation Agreement ") for the purpose of establishing itself thereunder as a Lender. Pursuant to Section 21 of the Global Participation Agreement, the NSC hereby agrees to become a party to the Global Participation Agreement for the purposes of participating in the Program: (as defined therein) and to perform. all the obligations of a Lender thereunder. Notices to the NSC under the Global Participation. Agreement should be sent as set forth below. IN WITNESS WHEREOF, the NSC has caused this Joinder to. be executed under seal, by an official thereunto. duly authorized, as of the 1;2— day of C 2006. MALDEN REDEVELOPMENT AUTHORITY, as agent for and representative member of the NORTH SUBURBAN CONSORTIUM L By: me: Stephen. Wishoski. Executive Director Title: Malden Redevelopment .Authority NOTICE ADDRESS: North Suburban Consortium c/o Malden Redevelopment Authority Malden Government Center 200 Pleasant Stxeet, Suite 621 Malden, MA 02148 Attn: Executive Director - BOSTl;404463.v1 11117106 KH 70988.4 I Joinder to Global racijpation E Y The City of Springfield (the "City ") joins in the execution of dated March. 13, 2006 among, inter alia, The Com J16iaWealt1 through the Department of Housing and Coanmunitybevelol Development .Assistance Corporation, Massaphusetts Housin Comnionwealtla of Massachusetts acting by and through the l Community Development under the Afforda;)le Housing Tru, the Massachusetts Hou.sixq Finance Agency, as administratoi Agreement ") for the purpose of establishing itself thereunder 21 of the Global Participation Agreement, the; City hereby ag Participation .Agzeemeut for the purposes of �)articipaft in t to perform all the obligations of a Lender th%eundez . Notice Participation Agreement should be sent as ser forth-below. IN WITNESS VYIEREOF, the City has causad this Joinder t official thexeuuto duly autb.orized, as of the 4th . day of Oc i CITY OF SPRINGFIELD a By: N e: �i�a��,►J � � ' Title: le,¢ex- -re2u��,�c� I NOTICE ADDRESS: City of Springfield Office. of Housing and Neighborhood Serviei -s 1600 East Columbus Avenue Springfield, Massachusetts' 01103 Att a.: ]Kathleen Lingenberg Bo3T11441226.1 he Global Participation Agreement Of Massachusetts acting by and meat, Community Economic Parba rsl_1ip Fund Boalrl, and The lepartment of Housing and t Fund Statute, M.G.L. c.121D, by ( the "Global Participation �.s a Lender. Pursuant to Section E�es to become a party to the Global .e Program (as defined therein) and to the ;City sunder the Global be executed under seal, by an ober I e 20W Joinder to Global Participation Agreement The City of Sourer ille (the "City ") joins in the eXectition of the Global Participation Agreement dated March 13, 2006 among, inter alia, The Commonwealth of Massachusetts acting by and through the Department of Housing and Commlmity :Development, Community Economic Development Assistance Corporation, Massachusetts Housing Partnership Fund Board, The Commonwealth of Massachusetts acting by and through the Department of Housing and Community Development under the Affordable Housing Trust Fund Statute, M.G.L. c.12ID, by the Massachusetts Housing Finance Agency, as administrator, the City of Spri.ngiield and the City of Chelsea( the "Global Participation Agreement ") for the purpose of establishing itself thereunder as a Lender. Pursuant to. Section 21 of the Global Participation Agreement, the City hereby agrees to become a party to the Global Participation Agreement for the purposes of participating in the Program (as defined therein) and to perform all the obligations of a Lender thereunder. Notices to the City under the Global Participation Agreement should be sent as set . forth below. IN WITNESS WHEREOF,.the City has caused this Joinder to be executed under seal, by an official thereinto duly authorized, as of the clay of (, 2007. C1TYjOF SO ERV E By: '( al e: Joseph A: Curtatone We: Mayor Approved asto. Fond: NOTICE ADDRESS:;' City of Somerville John G. Gannon, City Solicitor- Office: Strategic Planning'and Community bevelopment 93) Highland Avenue; 3)", floor Somerville, Massachusetts 0214- Attn: Anne M. Thomas ROST1460 426.1