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135242345v3 2 Conversion Date, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, or any note executed in substitution therefor, as such substitute note may be amended, restated, supplemented or otherwise modified from time to time, and together with all riders and addenda thereto, the “Project Note”), delivered to Governmental Lender, which Project Note will be endorsed by Governmental Lender to Fiscal Agent as security for the Funding Loan. F. To secure Borrower’s obligations under the Project Note, Borrower will execute and deliver to Governmental Lender (i) a Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated as of the Delivery Date and (ii) an Assignment of Rents and Leases, dated as of the Delivery Date (together, as the same will be amended and restated into the form attached to the Construction Phase Financing Agreement upon the occurrence of the Conversion Date, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Security Instrument”) granting a first priority mortgage and security interest in the Project in favor of Governmental Lender. Pursuant to the Assignment (as defined below), the Security Instrument will be assigned by Governmental Lender to Fiscal Agent as security for the Funding Loan. G. Freddie Mac has entered into a commitment with Merchants Capital Corp. (“Seller/Servicer”) dated ______________, 2024 (as the same may be amended, modified or supplemented from time to time, the “Freddie Mac Commitment”) whereby Freddie Mac has agreed, subject to the satisfaction of the Conditions to Conversion set forth in the Construction Phase Financing Agreement on or before the Forward Commitment Maturity Date, to faciliate the financing of the Project in the Permanent Phase by purchasing the Funding Loan from Seller/Servicer following the Conversion Date. H. If the Conditions to Conversion are satisfied on or before the Forward Commitment Maturity Date as provided for in the Freddie Mac Commitment and the Construction Phase Financing Agreement, the Project Loan will convert from the Construction Phase to the Permanent Phase on the Conversion Date and, on such Conversion Date, Initial Funding Lender will deliver, and Seller/Servicer will purchase, the Funding Loan as evidenced by the Governmental Note. If the Conditions to Conversion are not satisfied on or before the Forward Commitment Maturity Date, (i) the Project Loan will not convert from the Construction Phase to the Permanent Phase, (ii) neither Seller/Servicer nor Freddie Mac will have any obligation with respect to the purchase of the Funding Loan, and (iii) Initial Funding Lender will remain the owner of the Funding Loan as the holder of the Governmental Note. I. As Conditions to Conversion, the Project Note and the Security Instrument are required to be amended and restated and Borrower is required to enter into a Continuing Covenant Agreement with Seller/Servicer (as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with all addenda thereto, the “Freddie Mac Continuing Covenant Agreement”), in each case pursuant to the forms attached to the Construction Phase Financing Agreement. J. If the Conditions to Conversion are satisfied and the Funding Loan is purchased by Seller/Servicer on the Conversion Date as set forth above, Seller/Servicer shall deliver the Funding Loan to Freddie Mac for purchase pursuant to the terms of the Freddie Mac Commitment and the