Laserfiche WebLink
135242317v3 <br /> <br /> <br />2 <br /> <br />amended, restated, supplemented or otherwise modified from time to time, and together with all <br />riders and addenda thereto, the “Project Note”), delivered to Governmental Lender, which Project <br />Note will be endorsed by Governmental Lender to Fiscal Agent as security for the Funding Loan. <br />F. To secure Borrower’s obligations under the Project Note, Borrower will execute <br />and deliver to Governmental Lender (i) a Mortgage, Assignment of Rents, Security Agreement <br />and Fixture Filing, dated as of the Delivery Date and (ii) an Assignment of Rents and Leases, dated <br />as of the Delivery Date (together, as the same will be amended and restated into the form attached <br />to the Construction Phase Financing Agreement upon the occurrence of the Conversion Date, and <br />as the same may be further amended, restated, supplemented or otherwise modified from time to <br />time, the “Security Instrument”) granting a first priority mortgage and security interest in the <br />Project in favor of Governmental Lender. <br />G. All of the right, title and interest of Governmental Lender (except for its Unassigned <br />Rights) in and to this Project Loan Agreement, the Security Instrument, and the other Financing <br />Docuemnts are being assigned to Fiscal Agent as security for the Funding Loan. <br />H. Freddie Mac has entered into a commitment with Merchants Capital Corp. <br />(“Seller/Servicer”) dated _____________, 2024 (as the same may be amended, modified or <br />supplemented from time to time, the “Freddie Mac Commitment”) whereby Freddie Mac has <br />agreed, subject to the satisfaction of the Conditions to Conversion set forth in the Construction <br />Phase Financing Agreement on or before the Forward Commitment Maturity Date, to faciliate the <br />financing of the Project in the Permanent Phase by purchasing the Funding Loan from <br />Seller/Servicer following the Conversion Date. <br />I. If the Conditions to Conversion are satisfied on or before the Forward Commitment <br />Maturity Date as provided for in the Freddie Mac Commitment and the Construction Phase <br />Financing Agreement, the Project Loan will convert from the Construction Phase to the Permanent <br />Phase on the Conversion Date and, on such Conversion Date, Initial Funding Lender will deliver, <br />and Seller/Servicer will purchase, the Funding Loan as evidenced by the Governmental Note. If <br />the Conditions to Conversion are not satisfied on or before the Forward Commitment Maturity <br />Date, (i) the Project Loan will not convert from the Construction Phase to the Permanent Phase, <br />(ii) neither Seller/Servicer nor Freddie Mac will have any obligation with respect to the purchase <br />of the Funding Loan, and (iii) Initial Funding Lender will remain the owner of the Funding Loan <br />as the holder of the Governmental Note. <br />J. As Conditions to Conversion, the Project Note and the Security Instrument are <br />required to be amended and restated and Borrower is required to enter into a Continuing Covenant <br />Agreement with Seller/Servicer (the “Freddie Mac Continuing Covenant Agreement”), in each <br />case pursuant to the forms attached to the Construction Phase Financing Agreement. <br />K. If the Conditions to Conversion are satisfied and the Funding Loan is purchased by <br />Seller/Servicer on the Conversion Date as set forth above, Seller/Servicer shall deliver the Funding <br />Loan to Freddie Mac for purchase pursuant to the terms of the Freddie Mac Commitment and the <br />Guide (such date of purchase by Freddie Mac being referred to as the “Freddie Mac Purchase <br />Date”).