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					Fannie Mae Rider – Sawmill CLT
10/07/08
                                          Land Lease Rider For
                                      Sawmill Community Land Trust


        THIS COMMUNITY LAND TRUST LAND LEASE RIDER (the "Rider") is made this ____
day of __________, 2003, and is incorporated into, and shall be deemed to amend and supplement the
Sawmill Community Land Trust Land Lease (the "Lease") of the same date between Sawmill Community
Land Trust, a New Mexico nonprofit corporation (Land Owner) ____________________, (Land Lessee).
The Lease covers the leased premises located at _____________________, Albuquerque, NM 87104 (the
"Leased Premises"), as further described in the Lease. All capitalized terms herein shall have the meanings
given to them in the Lease, unless they are otherwise specifically defined herein. The Lease, as amended by
this Rider, shall hereafter be referred to as the “Lease,” unless otherwise indicated.

ADDITIONAL COVENANTS. Notwithstanding anything to the contrary contained in the Lease, and in
addition to the covenants and agreements made in the Lease, the Land Owner and the Land Lessee further
covenant and agree, so long (but only so long) as the Permitted Mortgagee shall have an interest in the Leased
Premises, as a mortgagee of the Permitted Mortgage, or as an owner of the Land Owner's interest pursuant to
any sale after or in lieu of foreclosure, the following provisions shall apply to the Land Lease as modifications
thereof:

A. No Assignment or Transfer. The making of a Permitted Mortgage shall not be deemed to constitute an
   assignment or transfer of the Lease or leasehold estate so as to require the Permitted Mortgagee
   thereunder to assume the performance of any of the Land Lessee's obligations under the Lease.

B. No Subordination. The Land Owner represents and warrants that there is no existing mortgage on the
   fee estate and, so long as a Permitted Mortgage shall remain on the Leased Premises, the Land Owner and
   the Land Lessee shall not subordinate the Lease to any mortgage or lien that may hereafter be placed on
   the fee estate. The Permitted Mortgage shall constitute a first leasehold lien on the Leased Premises, and
   shall have priority over the Land Owner's reversionary interest. If the Land Owner conveys title to his fee
   estate while a permitted Mortgage remains on the Leased Premises, the Lease shall remain in effect with
   the same priority thereto.

C. Modification. Termination. Forfeiture of Lease. There shall be no modification, amendment,
   termination, or forfeiture of the Lease, except as provided in this Rider, without the prior written consent
   of a Permitted Mortgagee. Section 8.4 of the Lease is deleted. The Land Owner shall amend the Lease
   from time to time as reasonably requested by a Permitted Mortgagee, as long as the requested changes do
   not change the Land Lease Fee, and do not materially or adversely affect the Land Owner's rights or
   interest in the Leased Premises. An adjustment of the Land Lease Fee may be made by the Land Owner
   as provided in the Land Lease, without prior approval of the Permitted Mortgagee, provided however, that
   the Permitted Mortgagee shall have the right to arbitrate any dispute as to the Land Lease Fee, as
   provided herein.

D. New Lease. In the event the Lease has been terminated, forfeited, or surrendered as provided in the
   Lease, and the Permitted Mortgagee has not been paid the amounts owed to it under the permitted
   Mortgage, the Land Owner will enter into a new lease with a Permitted Mortgagee, which lease shall be
   for the remainder of the term of the Lease, with the same priority thereto, and shall be subject to the same
   terms of the Lease; provided, however, that such Permitted Mortgagee or other purchaser or assignee of
    the leasehold estate, shall not be required to comply with the provisions of Sections 10 and 11 of the
    Lease. Further, in such event, the leasehold estate may be transferred, mortgaged and sublet an unlimited
    number of times, and the Land Owner shall not require a credit review or impose other qualifying criteria
    on any such transferee, mortgagee or sublessee.

E. Foreclosure. Subject to the following, upon the occurrence of an Event of Default under the Lease, and
   without the consent of the Land Owner, a Permitted Mortgagee shall be permitted to foreclose on its
   Permitted Mortgage or take an assignment of the leasehold estate in lieu of foreclosure.

                1. Upon the occurrence of an event of default by the Land Lessee under a Permitted Mortgage
                and (i) without the giving of any notice of such default to the Land Owner and (ii) without the
                consent of the Land Owner, the Permitted Mortgagee thereunder shall be permitted to
                accelerate its note, foreclose on the Permitted Mortgage, take an assignment in lieu of
                foreclosure, or exercise its other remedies for default. However, the Permitted Mortgagee and
                the Land Owner agree to communicate and cooperate in efforts to deal with the circumstances
                of default, foreclosure and sale after or in lieu of foreclosure, insofar as such agreement does
                not impose a formal legal notice requirement upon the Mortgagee.

                2. In the event of such foreclosure or assignment in lieu of foreclosure, the provisions of
                Sections 4.4, 8.1(e), 10, and 11 shall be of no further force or effect with respect to such
                Permitted Mortgagee or other purchaser or assignee of such leasehold estate. Any sale or
                assignment of the Lease and the leasehold estate as provided in this paragraph shall be deemed
                a permitted sale, transfer, or assignment of the Lease and the leasehold estate. It is
                understood, however, that if and when the Improvements are sold through a foreclosure or
                assignment in lieu of foreclosure, the Land Lessee shall pay to the Land Owner that portion of
                the net sales proceeds, after payment of all obligations to the Permitted Mortgagee and costs of
                foreclosure, which exceed what would have been the Lessor's Purchase Option Price, if the
                provisions of Sections 10 and 11 had continued in effect. At a time designated by the Land
                Owner, the Land Lessee shall execute and deliver to Land Owner a note and deed of trust
                securing Land Owner's right to receive such payment.

                3. In the event of any default by Land Lessee under the terms of the Permitted Mortgage, the
                Land Lessee shall immediately notify the Land Owner in writing of any such default. The
                Land Lessee also shall immediately give copies of any notices received by the Land Lessee
                from the Permitted Mortgagee relating to a default, foreclosure or sale after or in lieu of
                foreclosure. The Permitted Mortgagee and the Land Lessee agree that the Land Owner shall
                have the right, but not the obligation, to cure any default by the Land Lessee under the terms
                of the Permitted Mortgage. The Land Lessee further agrees to reimburse to Land Owner all
                payments made by the Land Owner to cure any such default.

                4. In the event of termination of Land Lessee's leasehold interest, or of the Land Lessee's right
                of possession, which does not terminate the Land Lease as to the Permitted Mortgagee, then
                prior to completion of foreclosure proceedings by Permitted Mortgagee, Land Owner shall
                have the right, but not the obligation, to purchase from the Permitted Mortgagee an
                assignment of the Promissory Note and the Permitted Mortgage or deed of trust (including any
                reversionary interest of the Permitted Mortgagee) for the full amount owing to the Permitted
                Mortgagee under the Permitted Mortgage, including the Promissory Note and the Permitted


Fannie Mae Rider – Sawmill CLT 10/07/08
                                                                                                         page 2
                Mortgage or deed of trust. If Land Owner does not exercise its right to so purchase the
                Permitted Mortgage within thirty (30) days of Land Owner's final default and lease
                termination notice to Land Lessee and Permitted Mortgagee, pursuant to Par. G, and complete
                the purchase within sixty (60) days, then the Land Owner agrees to pay to the Permitted
                Mortgagee its costs of holding the encumbered property for the time that the Land Owner was
                considering the purchase of an Assignment of the Permitted Mortgage, but not to exceed the
                thirty (30) day option period.

                5. In the event of foreclosure of the leasehold estate by the Permitted Mortgagee, before
                conveyance of the leasehold estate to any party other than the Permitted Mortgagee, the Land
                Owner shall have an option to purchase the leasehold estate from the Permitted Mortgagee for
                the full amount owing to the Permitted Mortgagee under the Permitted Mortgage, including
                all costs and expenses of foreclosure to the date of closing, provided however that Land Owner
                gives written notice to Permitted Mortgagee of Land Owner's intent to exercise the option
                within 15 days following completion of foreclosure proceedings by the Permitted Mortgagee.
                The Land Owner shall complete the purchase of the leasehold estate within 30 days of having
                given written notice of its exercise of the option to purchase the leasehold estate. If the Land
                Owner does not exercise its option to purchase the leasehold estate within 15 days, it
                terminates and the Permitted Mortgagee shall be free to sell the leasehold estate to another
                person. Further, if the Land Owner does not complete the purchase within the allotted 30 days
                (after having made the election to exercise the option to purchase), the Land Owner agrees to
                pay to the Permitted Mortgagee its costs of holding the leasehold estate for the time that the
                Land Owner was considering the purchase of the leasehold estate, but not to exceed the 45-
                day option period. If the Land Owner does not purchase the leasehold estate as described
                herein following the Permitted Mortgagee's foreclosure, the leasehold estate may be
                transferred, mortgaged and sublet an unlimited number of times, and the Land Owner shall
                not require a credit review or impose other qualifying criteria on any such transferee,
                mortgagee or sublessee.

                6. In the event the Permitted Mortgagee acquires title to the leasehold estate pursuant to a
                assignment in lieu of foreclosure, the Permitted Mortgagee shall give the Land Owner written
                notice of such acquisition. Before conveying the leasehold estate to any party other than the
                Permitted Mortgagee, the Permitted Mortgagee shall permit the Land Owner to exercise the
                option to purchase the leasehold estate for the full amount owing to the Permitted Mortgagee
                under the Permitted Mortgage, including all costs and expenses of foreclosure to the date of
                closing, upon the Land Owner's written election made within 15 days following such written
                notice of the Permitted Mortgagee's acquisition having been given to the Land Owner. The
                Land Owner shall complete the purchase of the leasehold estate within 30 days of having
                given written notice of its exercise of the option to purchase the leasehold estate. If the Land
                Owner does not exercise its option to purchase the leasehold estate within 15 days, it
                terminates and the Permitted Mortgagee shall be free to sell the leasehold estate to another
                person. Further, if the Land Owner does not complete the purchase within the allotted 30 days
                (after having made the election to exercise the option to purchase), the Land Owner agrees to
                pay to the Permitted Mortgagee its costs of holding the leasehold estate for the time that the
                Land Owner was considering the purchase of the leasehold estate, but not to exceed the 45-
                day option period. If the Land Owner does not purchase the leasehold estate as described
                herein following the Permitted Mortgagee's acquisition of title pursuant to a assignment in lieu


Fannie Mae Rider – Sawmill CLT 10/07/08
                                                                                                        page 3
                of foreclosure, the leasehold estate may be transferred, mortgaged and sublet an unlimited
                number of times, and the Land Owner shall not require a credit review or impose other
                qualifying criteria on any such transferee, mortgagee or sublessee.

                7. Notwithstanding the provisions for notice and the time for the Land Owner to exercise the
                option to purchase the leasehold estate as described in Par. E.5 and Par E.6 above,
                respectively, the Permitted Mortgagee, at its sole option, may provide notice to the Land
                Owner of the Land Lessee's default under the Permitted Mortgage prior to the date that notice
                would otherwise be given under Par E.5 or Par E.6 and thereupon afford the Land Owner the
                opportunity to pursue a purchase of the leasehold estate from the Land Lessee, or an
                assignment of the Promissory Note and the Permitted Mortgage or deed of trust from the
                Permitted Mortgage prior to the completion of foreclosure proceedings or the Permitted
                Mortgagee's acquisition of title to the leasehold estate pursuant to an assignment in lieu of
                foreclosure.

                8. In the event of such foreclosure or assignment in lieu of foreclosure, which results in the
                conveyance of the leasehold estate from the Land Lessee, any adjustment of the Land Use
                Charge to the fair market rental value by the Land Owner, as provided in Section 5.5(a) of the
                Lease, shall be subject to the reasonable approval of the Permitted Mortgagee. The Permitted
                Mortgagee and the Land Owner shall attempt to resolve any dispute concerning such
                adjustment of the Land Use Charge, through the normal interaction of the parties, or through
                formal mediation, and if the dispute remains unresolved, shall submit the dispute as to the fair
                market rental value to binding arbitration.

F. Default. There shall be no forfeiture or termination of the Lease with respect to a Permitted Mortgagee
   except for the nonpayment of amounts due under the Lease. Further, such forfeiture or termination shall
   be subject to a Permitted Mortgagee's right to cure such default, or otherwise foreclose or take an
   assignment of the leasehold estate in lieu of foreclosure as provided in the Lease. Nothing herein shall
   require a Permitted Mortgagee to cure any nonmonetary default. The occurrence of the events described
   in Section 12.1(c) of the Lease shall not constitute events of default sufficient to terminate the Lease. A
   Permitted Mortgagee shall become subrogated to any and all rights of the Land Lessee with respect to
   such curing of a default. If the Land Lessee's default shall be cured as provided in the Lease, and the
   Permitted Mortgagee shall discontinue its foreclosure or assignment in lieu of foreclosure proceedings, the
   Lease shall continue in full force and effect as if the Land Lessee had not defaulted. A default by the
   Land Lessee under the Lease shall constitute a default under a Permitted Mortgage. Failure of the Land
   Lessee to occupy the Premises as required in the Land Lease shall not be grounds to terminate the Ground
   Lease, but shall entitle the Land Owner to exercise the option to purchase as described in Section 10.

G. Default Notice. Notwithstanding the notice requirements provided in Section 12.1 of the Lease, no
   default notice by the Land Owner shall be deemed to have been given unless and until a copy thereof shall
   have been so given to the Permitted Mortgagee.

H. Insurance. All insurance policies covering the Improvements shall by endorsement name the Permitted
   Mortgagee as an additional insured and loss payee, and provide the Permitted Mortgagee with 30 days
   cancellation notice.




Fannie Mae Rider – Sawmill CLT 10/07/08
                                                                                                         page 4
I. Casualty and Condemnation. If the Leased Premises are destroyed or taken to such an extent that the
   Lease is to be terminated, the insurance proceeds or condemnation award, as the case may be, shall be
   applied first in an amount sufficient to satisfy the Permitted Mortgage. Upon the termination of the Lease
   as a result of a partial destruction or a condemnation of less than the entire Leased Premises, the total
   insurance proceeds or condemnation award, as the case may be, shall be paid to an appointed trustee, who
   shall first apply such insurance proceeds or condemnation award in accordance with the Permitted
   Mortgage for restoration of the Improvements (if such trustee determines that the Improvements may
   reasonably be restored to a residential use consistent with the Lease), with the balance of such insurance
   proceeds or condemnation award to be allocated between the Land Owner and Land Lessee as otherwise
   provided in the Lease. A Permitted Mortgagee shall be entitled to participate in (i) the adjustment of all
   casualty losses and (ii) all condemnation proceedings and settlement discussions. Any insurance proceeds
   or condemnation award shall be applied in accordance with the Permitted Mortgage. A Permitted
   Mortgagee shall also be entitled to participate in the adjustment of the Land Lease Fee as a result of a
   partial destruction or taking.

J. Force Majeure. The Land Lessee shall not be in default where performance is delayed or prevented by
   Acts of God, war, civil commotion, strikes, labor disputes or the like.

K. Easements and Alterations. The Land Owner, as owner of the Leased Premises only, shall join in all
   easements, permits and applications necessary for the development of the Leased Premises and the
   Improvements, provided that the Land Owner shall have no liability or obligation under any such
   easement, permit or application. Additions to and alterations in the improvements may be made, as
   provided in the Land Lease, and as long as the value of the Leased Premises and the Improvements is not
   diminished.

L. Arbitration. Any dispute between the Land Owner and the Land Lessee, or between the Land Owner
   and the Permitted Mortgagee, shall be resolved according to provisions of Section 13 concerning
   Arbitration. Any arbitration proceedings shall be conducted in accordance with state arbitration statutes.
   A Permitted Mortgagee shall have the right to participate in any arbitration or legal proceedings between
   the Land Owner and the Land Lessee.

M. Merger. If the estates of the Land Owner and Land Lessee are at any time owned by the same person, so
   long as a Permitted Mortgagee has any interest in the security or in the Permitted Mortgage, such person
   shall take all necessary steps to ensure that the Permitted Mortgage constitutes a first lien on the combined
   estate.

N. Sublease. There shall be no modification, cancellation, or surrender of any subleases, or prepayment of
   rent thereunder, without the consent of a Permitted Mortgagee. If a Permitted Mortgagee forecloses on
   the Leased Premises, or takes an assignment in lieu of foreclosure, all subtenants shall attorn to such
   Permitted Mortgagee or its assignee.

O. Estoppel Certificate. The Land Owner shall, from time to time, with 10 days written notice from a
   Permitted Mortgagee, certify by written instrument, duly executed and acknowledged, to such Permitted
   Mortgagee that the Lease has not been amended, the Lease is in full force and effect, that neither party is
   in default thereunder, and shall certify as to the existence of any offsets, counter claims or defenses on the
   part of the Land Lessee.



Fannie Mae Rider – Sawmill CLT 10/07/08
                                                                                                          page 5
P. Conflict. In the event of a conflict between the terms and provisions of this Rider and the terms and
   provisions of the Lease, the terms and provisions of this Rider shall control.

Q. Permitted Mortgage. Notwithstanding Section 8.1(a) of the Lease, a mortgage purchased by Fannie
   Mae and meeting Fannie Mae’s requirements shall be a Permitted Mortgage regardless of the originating
   lender’s character if this rider is used. Notwithstanding Section 8.1(c) of the Lease, the Permitted
   Mortgagee shall not be required to notify the Land Owner of a default under the Permitted Mortgage, of
   any acceleration of the note, or of the exercise by lender of any other remedies for default.
   Notwithstanding Sections 8.2(e) and 8.2(f) of the Lease, condemnation awards shall first be applied in
   accordance with the Permitted Mortgage, then in accordance with Section 9.5 of the Lease.

               BY SIGNING BELOW, the Land Owner and the Land Lessee accept and agree to the terms
and conditions of this Rider.

               IN WITNESS WHEREOF, the parties have executed this Rider at __________,am/pm on
the day and year first written above.


LAND OWNER:__________________________________


Sawmill Community Land Trust,
a New Mexico nonprofit corporation


By:    _________________________________________
Title: Ken Balizer, Executive Director




LAND LESSEE:
          _______________________________________
          _______________________________________



STATE OF NEW MEXICO

Fannie Mae Rider – Sawmill CLT 10/07/08
                                                                                                       page 6
                                                 )ss.
COUNTY OF BERNALILLO                             )

            The foregoing instrument was acknowledged before me this _______ day of
___________________, 2003 by Ken Balizer, Executive Director of SAWMILL COMMUNITY
LAND TRUST, a New Mexico nonprofit corporation, as Land Owner.



                My commission expires: ______________________________________

(SEAL)                                      ______________________________________
                                            Notary Public


              =======================================================


STATE OF NEW MEXICO
                                                 )ss.
COUNTY OF BERNALILLO                             )

       The foregoing instrument was acknowledged before me this _____ day of ____________,
2003, by __________________________ as LAND LESSEE.

        WITNESS my hand and official seal.

        My commission expires: ________________.

(SEAL)
                                          ______________________________
                                          Notary Public




Fannie Mae Rider – Sawmill CLT 10/07/08
                                                                                        page 7

				
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