Common use of Supplemental Financing Clause in Contracts

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Loan Agreement, or, if there are any Supplemental Loans affecting the Mortgaged Property, after the first anniversary of the date of the Supplemental Note for the most recently recently-incurred Senior IndebtednessSupplemental Loan, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum Required DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating an adjustable-rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. . (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Fxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Fxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Fxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Fxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Fxxxxxx Mac to sell mortgages to Xxxxxxx Fxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Fxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Fxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Fxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Fxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Fxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac Xxx”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Freddie Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Freddie Mac under its Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Freddie Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Freddie Mac’s then-current policies (“Required DSCR”), as determined by Freddie Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, Mortgage to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement Instrument (using a 30 30-year amortization schedule), , (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and Mortgages) and (III) the proposed “Indebtedness” for any Supplemental Loan Mortgage (using a 30 30-year amortization schedule). The annual net operating income of the Mortgaged Property will be as determined by Freddie Mac in its sole discretion considering factors such as income in place at the time of the proposed Supplemental Mortgage and income during the preceding twelve (12) months, and actual, historical and anticipated operating expenses. Freddie Mac shall determine the combined debt service coverage ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Freddie Mac such financial statements and other information Freddie Mac may require to make these determinations; (v) Each Supplemental Mortgage will not cause the combined loan to value ratio of the Mortgaged Property after each Supplemental Mortgage to exceed 72% (“Required LTV”), as determined by Freddie Mac. As used in this Section, “annual principal and interestcombined loan to value ratio” means, with respect to the Mortgaged Property, the ratio, expressed as a floating rate percentage, of (A) the aggregate outstanding principal balances of (I) the Indebtedness under this Instrument, (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property and (III) the proposed “Indebtedness” for any Supplemental Mortgage, to (B) the value of the Mortgaged Property. Freddie Mac shall determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Freddie Mac such financial statements and other information Freddie Mac may require to make these determinations. In addition, Freddie Mac, at Xxxxxxxx’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Freddie Mac in making the determinations hereunder. If Freddie Mac requires an appraisal, then the value of the Mortgaged Property that will be calculated used to determine whether the Required LTV has been met shall be the lesser of (A) the appraised value set forth in such appraisal or (B) the value of the Mortgaged Property as determined by Xxxxxxx Freddie Mac; (vi) The Borrower’s organizational documents are amended to permit the Borrower to incur additional debt in the form of Supplemental Mortgages (Lender shall consent to such amendment(s)); (vii) One or more natural persons or entities acceptable to Freddie Mac using an executes and delivers to the Approved Seller/Servicer a guaranty in a form acceptable to Freddie Mac with respect to the exceptions to non-recourse liability described in Freddie Mac’s form promissory note, unless Freddie Mac has elected to waive its requirement for a guaranty; (viii) The loan term of each Supplemental Mortgage shall be coterminous with the First Mortgage or longer than the First Mortgage, including any “Extension Period” described in the Note secured by the First Mortgage, at Freddie Mac’s discretion; (ix) The Prepayment Premium Period (as defined in the Note) of each Supplemental Mortgage shall be coterminous with the Prepayment Premium Period or the combined Lockout Period and Defeasance Period (all, as defined in the Note), as applicable, of the First Mortgage; (x) The interest rate equal of each Supplemental Mortgage will be determined by Freddie Mac in its sole and absolute discretion; (xi) The Lender enters into an intercreditor agreement (“Intercreditor Agreement”) acceptable to one Freddie Mac and to Lender for each Supplemental Mortgage; (xii) Borrower’s payment of fees and other expenses charged by Xxxxxx, Freddie Mac, the Approved Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and originating each Supplemental Mortgage; (xiii) Notwithstanding anything to the contrary in Section 7 of this Instrument, Borrower shall make deposits under this First Mortgage for the payment of any Impositions, so long as a Supplemental Mortgage is outstanding, and such deposits shall be credited to the payment of such Impositions under any Supplemental Mortgage; (xiv) If any Supplemental Mortgage is outstanding, the Borrower must obtain the consent of the followinglender for each Supplemental Mortgage prior to agreeing to any modifications or amendments to the Loan Documents; (xv) All other requirements of the Supplemental Mortgage Product must be met, unless Freddie Mac has elected to waive one or more of its requirements. (c) No later than 5 Business Days after Xxxxxx’s receipt of a written request from Xxxxxxxx, Lender shall provide the following information to an Approved Seller/Servicer upon Xxxxxxxx’s written request. Lender shall only be obligated to provide this information in connection with Xxxxxxxx’s request for a Supplemental Mortgage from an Approved Seller/Servicer; provided, however, if Freddie Mac is the owner of the Note, Lender shall not be obligated to provide such information: (i) the then-current outstanding principal balance of the First Mortgage; (ii) payment history of the First Mortgage; (iii) whether taxes, insurance, ground rents, replacement reserves, repair escrows, or other escrows are being collected on the First Mortgage and the amount of each such escrow as of the date of the request; (iv) whether any repairs, capital replacements or improvements or rental achievement or burn-off guaranty requirements are existing or outstanding under the terms of the First Mortgage; (v) a copy of the most recent inspection report for the Mortgaged Property; (vi) whether any modifications or amendments have been made to the Loan Documents for the First Mortgage since origination of the First Mortgage and, if applicable, a copy of such modifications and amendments; and (vii) whether to Xxxxxx’s knowledge any Event of Default exists under the First Mortgage. (d) Xxxxxx shall have no obligation to consent to any mortgage or lien on the Mortgaged Property that secures any indebtedness other than the Indebtedness, except as set forth herein. (e) If a Supplemental Mortgage is made to Borrower, Xxxxxxxx agrees that the terms of the Intercreditor Agreement shall govern with respect to any distributions of excess proceeds by Lender to the Approved Seller/Servicer, Freddie Mac or their successors and/or assigns (collectively, the “Junior Lender”), and Borrower agrees that Lender may distribute any excess proceeds received by Lender pursuant to the Loan Documents to Junior Lender pursuant to the Intercreditor Agreement.

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum Required DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating an adjustable-rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Freddie Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Freddie Mac” will include any affiliate or subsidiary of Xxxxxxx Freddie Mac. (b) After the first anniversary of the Effective Date, or, if there are any Supplemental Loans affecting the Mortgaged Property, after the first anniversary of the date of the Supplemental Note for the most recently recently-incurred Senior IndebtednessSupplemental Loan, Xxxxxxx Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) under the Supplemental Mortgage Product for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Freddie Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Freddie Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Freddie Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this SectionSection 11.11, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I1) the Indebtedness under this Loan Agreement (using a 30 30-year amortization schedule), (II2) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and (III3) the proposed “Indebtedness” for any Supplemental Loan (using a 30 30-year amortization schedule). As used in this SectionSection 11.11, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Freddie Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section 11.11 will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Freddie Mac has in effect a product described in its Multifamily Seller/Servicer the Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Freddie Mac” will include any affiliate or subsidiary of Xxxxxxx Freddie Mac. (b) After the first anniversary of the Effective Date, or, if there are any Supplemental Loans affecting the Mortgaged Property, after the first anniversary of the date of the Supplemental Note for the most recently recently-incurred Senior IndebtednessSupplemental Loan, Xxxxxxx provided that there is at least 3 years remaining on the term of the Project Loan, Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) under the Supplemental Mortgage Product for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer in an amount not less than $1,000,000 to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Freddie Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Freddie Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Freddie Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this SectionSection 11.11, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I1) the Indebtedness under this Loan Continuing Covenant Agreement (using a 30 year amortization schedulethe Project Loan Amortization Schedule attached to the Project Note), (II2) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year the actual amortization schedule for any Supplemental Loans), and, (III3) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year the actual amortization scheduleschedule for the proposed “Indebtedness”), and (4) any other indebtedness determined by Freddie Mac in accordance with its then-current credit policy. As used in this SectionSection 11.11, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Freddie Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Freddie Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Freddie Mac” will include any affiliate or subsidiary of Xxxxxxx Freddie Mac. (b) After the first anniversary of the date of this Loan Agreement, or, if there are any Supplemental Loans affecting the Mortgaged Property, after the first anniversary of the date of the Supplemental Note for the most recently recently-incurred Senior IndebtednessSupplemental Loan, Xxxxxxx Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Freddie Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Freddie Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Freddie Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I1) the Indebtedness under this Loan Agreement (using a 30 30-year amortization schedule), (II2) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and (III3) the proposed “Indebtedness” for any Supplemental Loan (using a 30 30-year amortization schedule). As used in this SectionSection 11.11, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Freddie Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Loan Agreement, or, if there are any Supplemental Loans affecting the Mortgaged Property, after the first anniversary of the date of the Supplemental Note for the most recently recently-incurred Senior IndebtednessSupplemental Loan, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I1) the Indebtedness under this Loan Agreement (using a 30 30-year amortization schedule), (II2) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and (III3) the proposed “Indebtedness” for any Supplemental Loan (using a 30 30-year amortization schedule). As used in this SectionSection 11.11, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Freddie Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Freddie Mac” will include any affiliate or subsidiary of Xxxxxxx Freddie Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Freddie Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Freddie Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Freddie Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Freddie Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac Mac”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Xxxxxxx Mac’s then-current policies (“Required DSCR”), as determined by Xxxxxxx Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, Mortgage to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement Instrument (using a 30 30-year amortization schedule), , (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and Mortgages) and (III) the proposed “Indebtedness” for any Supplemental Loan Mortgage (using a 30 30-year amortization schedule). The annual net operating income of the Mortgaged Property will be as determined by Xxxxxxx Mac in its sole discretion considering factors such as income in place at the time of the proposed Supplemental Mortgage and income during the preceding twelve (12) months, and actual, historical and anticipated operating expenses. Xxxxxxx Mac shall determine the combined debt service coverage ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations; (v) Each Supplemental Mortgage will not cause the combined loan to value ratio of the Mortgaged Property after each Supplemental Mortgage to exceed 70% (“Required LTV”), as determined by Xxxxxxx Mac. As used in this Section, “annual principal and interestcombined loan to value ratio” means, with respect to the Mortgaged Property, the ratio, expressed as a floating rate percentage, of (A) the aggregate outstanding principal balances of (I) the Indebtedness under this Instrument, (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property and (III) the proposed “Indebtedness” for any Supplemental Mortgage, to (B) the value of the Mortgaged Property. Xxxxxxx Mac shall determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations. In addition, Xxxxxxx Mac, at Borrower’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Xxxxxxx Mac in making the determinations hereunder. If Xxxxxxx Mac requires an appraisal, then the value of the Mortgaged Property that will be calculated used to determine whether the Required LTV has been met shall be the lesser of (A) the appraised value set forth in such appraisal or (B) the value of the Mortgaged Property as determined by Xxxxxxx Mac; (vi) The Borrower’s organizational documents are amended to permit the Borrower to incur additional debt in the form of Supplemental Mortgages (Lender shall consent to such amendment(s)); (vii) One or more natural persons or entities acceptable to Xxxxxxx Mac executes and delivers to the Approved Seller/Servicer a guaranty in a form acceptable to Xxxxxxx Mac with respect to the exceptions to non-recourse liability described in Xxxxxxx Mac’s form promissory note, unless Xxxxxxx Mac has elected to waive its requirement for a guaranty; (viii) The loan term of each Supplemental Mortgage shall be coterminous with the First Mortgage or longer than the First Mortgage, including any “Extension Period” described in the Note secured by the First Mortgage, at Xxxxxxx Mac’s discretion; (ix) The Prepayment Premium Period (as defined in the Note) of each Supplemental Mortgage shall be coterminous with the Prepayment Premium Period or the combined Lockout Period and Defeasance Period (all, as defined in the Note), as applicable, of the First Mortgage; (x) The interest rate of each Supplemental Mortgage will be determined by Xxxxxxx Mac using in its sole and absolute discretion; (xi) The Lender enters into an interest rate equal intercreditor agreement (“Intercreditor Agreement”) acceptable to one Xxxxxxx Mac and to Lender for each Supplemental Mortgage; (xii) Borrower’s payment of fees and other expenses charged by Lender, Xxxxxxx Mac, the Approved Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and originating each Supplemental Mortgage; (xiii) Notwithstanding anything to the contrary in Section 7 of this Instrument, Borrower shall make deposits under this First Mortgage for the payment of any Impositions, so long as a Supplemental Mortgage is outstanding, and such deposits shall be credited to the payment of such Impositions under any Supplemental Mortgage; (xiv) If any Supplemental Mortgage is outstanding, the Borrower must obtain the consent of the followinglender for each Supplemental Mortgage prior to agreeing to any modifications or amendments to the Loan Documents; (xv) All other requirements of the Supplemental Mortgage Product must be met, unless Xxxxxxx Mac has elected to waive one or more of its requirements. (c) No later than 5 Business Days after Lender’s receipt of a written request from Borrower, Lender shall provide the following information to an Approved Seller/Servicer upon Borrower’s written request. Lender shall only be obligated to provide this information in connection with Borrower’s request for a Supplemental Mortgage from an Approved Seller/Servicer; provided, however, if Xxxxxxx Mac is the owner of the Note, Lender shall not be obligated to provide such information: (i) the then-current outstanding principal balance of the First Mortgage; (ii) payment history of the First Mortgage; (iii) whether taxes, insurance, ground rents, replacement reserves, repair escrows, or other escrows are being collected on the First Mortgage and the amount of each such escrow as of the date of the request; (iv) whether any repairs, capital replacements or improvements or rental achievement or burn off guaranty requirements are existing or outstanding under the terms of the First Mortgage; (v) a copy of the most recent inspection report for the Mortgaged Property; (vi) whether any modifications or amendments have been made to the Loan Documents for the First Mortgage since origination of the First Mortgage and, if applicable, a copy of such modifications and amendments; and (vii) whether to Lender’s knowledge any Event of Default exists under the First Mortgage. (d) Lender shall have no obligation to consent to any mortgage or lien on the Mortgaged Property that secures any indebtedness other than the Indebtedness, except as set forth herein. (e) If a Supplemental Mortgage is made to Borrower, Borrower agrees that the terms of the Intercreditor Agreement shall govern with respect to any distributions of excess proceeds by Lender to the Approved Seller/Servicer, Xxxxxxx Mac or their successors and/or assigns (collectively, the “Junior Lender”), and Borrower agrees that Lender may distribute any excess proceeds received by Lender pursuant to the Loan Documents to Junior Lender pursuant to the Intercreditor Agreement.

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac Mac”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and Borrower, the Mortgaged Property and the proposed Supplemental Mortgage must be acceptable to Xxxxxxx Mac under its then-current Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Xxxxxxx Mac’s then-current policies (“Required DSCR”), as determined by Xxxxxxx Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, Mortgage to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement Instrument (using a 30 30-year amortization schedule), , (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and Mortgages) and (III) the proposed “Indebtedness” for any Supplemental Loan Mortgage (using a 30 30-year amortization schedule). The annual net operating income of the Mortgaged Property will be as determined by Xxxxxxx Mac in its sole discretion considering factors such as income in place at the time of the proposed Supplemental Mortgage and income during the preceding twelve (12) months, and actual, historical and anticipated operating expenses. Xxxxxxx Mac shall determine the combined debt service coverage ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations; (v) Each Supplemental Mortgage will not cause the combined loan to value ratio of the Mortgaged Property after each Supplemental Mortgage to exceed 69%, subject to decrease in accordance with Xxxxxxx Mac’s then-current policies (“Required LTV”), as determined by Xxxxxxx Mac. As used in this Section, “annual principal and interestcombined loan to value ratio” means, with respect to the Mortgaged Property, the ratio, expressed as a floating rate percentage, of (A) the aggregate outstanding principal balances of (I) the Indebtedness under this Instrument, (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property and (III) the proposed “Indebtedness” for any Supplemental Mortgage, to (B) the value of the Mortgaged Property. Xxxxxxx Mac shall determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations. In addition, Xxxxxxx Mac, at Borrower’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Xxxxxxx Mac in making the determinations hereunder. If Xxxxxxx Mac requires an appraisal, then the value of the Mortgaged Property that will be calculated used to determine whether the Required LTV has been met shall be the lesser of (A) the appraised value set forth in such appraisal or (B) the value of the Mortgaged Property as determined by Xxxxxxx Mac; (vi) The Borrower’s organizational documents are amended to permit the Borrower to incur additional debt in the form of Supplemental Mortgages (Lender shall consent to such amendment(s)); (vii) One or more natural persons or entities acceptable to Xxxxxxx Mac executes and delivers to the Approved Seller/Servicer a guaranty in a form acceptable to Xxxxxxx Mac with respect to the exceptions to non-recourse liability described in Xxxxxxx Mac’s form promissory note, unless Xxxxxxx Mac has elected to waive its requirement for a guaranty; (viii) The loan term of each Supplemental Mortgage shall be coterminous with the First Mortgage or longer than the First Mortgage, including any “Extension Period” described in the Note secured by the First Mortgage, at Xxxxxxx Mac’s discretion; (ix) The Prepayment Premium Period (as defined in the Note) of each Supplemental Mortgage shall be coterminous with the Prepayment Premium Period or the combined Lockout Period and Defeasance Period (all, as defined in the Note), as applicable, of the First Mortgage; (x) The interest rate of each Supplemental Mortgage will be determined by Xxxxxxx Mac using in its sole and absolute discretion; (xi) The Lender enters into an interest rate equal intercreditor agreement (“Intercreditor Agreement”) acceptable to one Xxxxxxx Mac and to Lender for each Supplemental Mortgage; (xii) Borrower’s payment of fees and other expenses charged by Lender, Xxxxxxx Mac, the Approved Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and originating each Supplemental Mortgage; (xiii) Notwithstanding anything to the contrary in Section 7 of this Instrument, Borrower shall make deposits under this First Mortgage for the payment of any Impositions, so long as a Supplemental Mortgage is outstanding, and such deposits shall be credited to the payment of such Impositions under any Supplemental Mortgage; and (xiv) All other requirements of the followingSupplemental Mortgage Product must be met, unless Xxxxxxx Mac has elected to waive one or more of its requirements. (c) No later than 5 Business Days after Lender’s receipt of a written request from Borrower, Lender shall provide the following information to an Approved Seller/Servicer upon Borrower’s written request. Lender shall only be obligated to provide this information in connection with Borrower’s request for a Supplemental Mortgage from an Approved Seller/Servicer; provided, however, if Xxxxxxx Mac is the owner of the Note, Lender shall not be obligated to provide such information: (i) the then-current outstanding principal balance of the First Mortgage; (ii) payment history of the First Mortgage; (iii) whether taxes, insurance, ground rents, replacement reserves, repair escrows, or other escrows are being collected on the First Mortgage and the amount of each such escrow as of the date of the request; (iv) whether any repairs, capital replacements or improvements or rental achievement or burn-off guaranty requirements are existing or outstanding under the terms of the First Mortgage; (v) a copy of the most recent inspection report for the Mortgaged Property; (vi) whether any modifications or amendments have been made to the Loan Documents for the First Mortgage since origination of the First Mortgage and, if applicable, a copy of such modifications and amendments; and (vii) whether to Lender’s knowledge any Event of Default exists under the First Mortgage. (d) Lender shall have no obligation to consent to any mortgage or lien on the Mortgaged Property that secures any indebtedness other than the Indebtedness, except as set forth herein. (e) If a Supplemental Mortgage is made to Borrower, Borrower agrees that the terms of the Intercreditor Agreement shall govern with respect to any distributions of excess proceeds by Lender to the Approved Seller/Servicer, Xxxxxxx Mac or their successors and/or assigns (collectively, the “Junior Lender”), and Borrower agrees that Lender may distribute any excess proceeds received by Lender pursuant to the Loan Documents to Junior Lender pursuant to the Intercreditor Agreement.

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum Required DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan,, to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating an adjustable-rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b12.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum Required DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan,, to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating an adjustable-rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b12.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 12.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum Required DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating an adjustable-rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, Xxxxxxx Mac the Federal Home Loan Mortgage Corporation (“Fxxxxxx Xxx”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Freddie Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Freddie Mac under its Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Freddie Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Freddie Mac’s then-current policies (“Required DSCR”), as determined by Freddie Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, Mortgage to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement Instrument (using a 30 30-year amortization schedule), , (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and Mortgages) and (III) the proposed “Indebtedness” for any Supplemental Loan Mortgage (using a 30 30-year amortization schedule). The annual net operating income of the Mortgaged Property will be as determined by Freddie Mac in its sole discretion considering factors such as income in place at the time of the proposed Supplemental Mortgage and income during the preceding twelve (12) months, and actual, historical and anticipated operating expenses. Freddie Mac shall determine the combined debt service coverage ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Freddie Mac such financial statements and other information Freddie Mac may require to make these determinations; (v) Each Supplemental Mortgage will not cause the combined loan to value ratio of the Mortgaged Property after each Supplemental Mortgage to exceed 72% (“Required LTV”), as determined by Freddie Mac. As used in this Section, “annual principal and interestcombined loan to value ratio” means, with respect to the Mortgaged Property, the ratio, expressed as a floating rate percentage, of (A) the aggregate outstanding principal balances of (I) the Indebtedness under this Instrument, (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property and (III) the proposed “Indebtedness” for any Supplemental Mortgage, to (B) the value of the Mortgaged Property. Freddie Mac shall determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Freddie Mac such financial statements and other information Freddie Mac may require to make these determinations. In addition, Freddie Mac, at Bxxxxxxx’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Freddie Mac in making the determinations hereunder. If Freddie Mac requires an appraisal, then the value of the Mortgaged Property that will be calculated used to determine whether the Required LTV has been met shall be the lesser of (A) the appraised value set forth in such appraisal or (B) the value of the Mortgaged Property as determined by Xxxxxxx Freddie Mac; (vi) The Borrower’s organizational documents are amended to permit the Borrower to incur additional debt in the form of Supplemental Mortgages (Lender shall consent to such amendment(s)); (vii) One or more natural persons or entities acceptable to Freddie Mac using an executes and delivers to the Approved Seller/Servicer a guaranty in a form acceptable to Freddie Mac with respect to the exceptions to non-recourse liability described in Freddie Mac’s form promissory note, unless Freddie Mac has elected to waive its requirement for a guaranty; (viii) The loan term of each Supplemental Mortgage shall be coterminous with the First Mortgage or longer than the First Mortgage, including any “Extension Period” described in the Note secured by the First Mortgage, at Freddie Mac’s discretion; (ix) The Prepayment Premium Period (as defined in the Note) of each Supplemental Mortgage shall be coterminous with the Prepayment Premium Period or the combined Lockout Period and Defeasance Period (all, as defined in the Note), as applicable, of the First Mortgage; (x) The interest rate equal of each Supplemental Mortgage will be determined by Freddie Mac in its sole and absolute discretion; (xi) The Lender enters into an intercreditor agreement (“Intercreditor Agreement”) acceptable to one Freddie Mac and to Lender for each Supplemental Mortgage; (xii) Borrower’s payment of fees and other expenses charged by Lxxxxx, Freddie Mac, the Approved Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and originating each Supplemental Mortgage; (xiii) Notwithstanding anything to the contrary in Section 7 of this Instrument, Borrower shall make deposits under this First Mortgage for the payment of any Impositions, so long as a Supplemental Mortgage is outstanding, and such deposits shall be credited to the payment of such Impositions under any Supplemental Mortgage; (xiv) If any Supplemental Mortgage is outstanding, the Borrower must obtain the consent of the followinglender for each Supplemental Mortgage prior to agreeing to any modifications or amendments to the Loan Documents; (xv) All other requirements of the Supplemental Mortgage Product must be met, unless Freddie Mac has elected to waive one or more of its requirements. (c) No later than 5 Business Days after Lxxxxx’s receipt of a written request from Bxxxxxxx, Lender shall provide the following information to an Approved Seller/Servicer upon Bxxxxxxx’s written request. Lender shall only be obligated to provide this information in connection with Bxxxxxxx’s request for a Supplemental Mortgage from an Approved Seller/Servicer; provided, however, if Freddie Mac is the owner of the Note, Lender shall not be obligated to provide such information: (i) the then-current outstanding principal balance of the First Mortgage; (ii) payment history of the First Mortgage; (iii) whether taxes, insurance, ground rents, replacement reserves, repair escrows, or other escrows are being collected on the First Mortgage and the amount of each such escrow as of the date of the request; (iv) whether any repairs, capital replacements or improvements or rental achievement or burn-off guaranty requirements are existing or outstanding under the terms of the First Mortgage; (v) a copy of the most recent inspection report for the Mortgaged Property; (vi) whether any modifications or amendments have been made to the Loan Documents for the First Mortgage since origination of the First Mortgage and, if applicable, a copy of such modifications and amendments; and (vii) whether to Lxxxxx’s knowledge any Event of Default exists under the First Mortgage. (d) Lxxxxx shall have no obligation to consent to any mortgage or lien on the Mortgaged Property that secures any indebtedness other than the Indebtedness, except as set forth herein. (e) If a Supplemental Mortgage is made to Borrower, Bxxxxxxx agrees that the terms of the Intercreditor Agreement shall govern with respect to any distributions of excess proceeds by Lender to the Approved Seller/Servicer, Freddie Mac or their successors and/or assigns (collectively, the “Junior Lender”), and Borrower agrees that Lender may distribute any excess proceeds received by Lender pursuant to the Loan Documents to Junior Lender pursuant to the Intercreditor Agreement.

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Freddie Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Freddie Mac” will include any affiliate or subsidiary of Xxxxxxx Freddie Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Freddie Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Freddie Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Freddie Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum Required DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating an adjustable rate loan will be calculated by Xxxxxxx Freddie Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Fxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Fxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Fxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Fxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Fxxxxxx Mac to sell mortgages to Xxxxxxx Fxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Fxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Fxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Fxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Fxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum Required DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating an adjustable-rate loan will be calculated by Xxxxxxx Fxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Loan Agreement, or, if there are any Supplemental Loans affecting the Mortgaged Property, after the first anniversary of the date of the Supplemental Note for the most recently recently-incurred Senior IndebtednessSupplemental Loan, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion.. Multifamily Loan and Security Agreement Page 81 (Park at Kensington) (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Loan Agreement, or, if there are any Supplemental Loans affecting the Mortgaged Property, after the first anniversary of the date of the Supplemental Note for the most recently incurred Senior IndebtednessSupplemental Loan, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. . (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b12.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum Required DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: : (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:to

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac Xxx”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Freddie Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and Borrower, the Mortgaged Property and the proposed Supplemental Mortgage must be acceptable to Xxxxxxx Freddie Mac under its then-current Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Freddie Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Freddie Mac’s then-current policies (“Required DSCR”), as determined by Freddie Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, Mortgage to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement Instrument (using a 30 30-year amortization schedule), , (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and Mortgages) and (III) the proposed “Indebtedness” for any Supplemental Loan Mortgage (using a 30 30-year amortization schedule). The annual net operating income of the Mortgaged Property will be as determined by Freddie Mac in its sole discretion considering factors such as income in place at the time of the proposed Supplemental Mortgage and income during the preceding twelve (12) months, and actual, historical and anticipated operating expenses. Freddie Mac shall determine the combined debt service coverage ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Freddie Mac such financial statements and other information Freddie Mac may require to make these determinations; (v) Each Supplemental Mortgage will not cause the combined loan to value ratio of the Mortgaged Property after each Supplemental Mortgage to exceed 73%, subject to decrease in accordance with Freddie Mac’s then-current policies (“Required LTV”), as determined by Freddie Mac. As used in this Section, “annual principal and interestcombined loan to value ratio” means, with respect to the Mortgaged Property, the ratio, expressed as a floating rate percentage, of (A) the aggregate outstanding principal balances of (I) the Indebtedness under this Instrument, (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property and (III) the proposed “Indebtedness” for any Supplemental Mortgage, to (B) the value of the Mortgaged Property. Freddie Mac shall determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Freddie Mac such financial statements and other information Freddie Mac may require to make these determinations. In addition, Freddie Mac, at Xxxxxxxx’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Freddie Mac in making the determinations hereunder. If Freddie Mac requires an appraisal, then the value of the Mortgaged Property that will be calculated used to determine whether the Required LTV has been met shall be the lesser of (A) the appraised value set forth in such appraisal or (B) the value of the Mortgaged Property as determined by Xxxxxxx Freddie Mac; (vi) The Borrower’s organizational documents are amended to permit the Borrower to incur additional debt in the form of Supplemental Mortgages (Lender shall consent to such amendment(s)); (vii) One or more natural persons or entities acceptable to Freddie Mac using an executes and delivers to the Approved Seller/Servicer a guaranty in a form acceptable to Freddie Mac with respect to the exceptions to non-recourse liability described in Freddie Mac’s form promissory note, unless Freddie Mac has elected to waive its requirement for a guaranty; (viii) The loan term of each Supplemental Mortgage shall be coterminous with the First Mortgage or longer than the First Mortgage, including any “Extension Period” described in the Note secured by the First Mortgage, at Freddie Mac’s discretion; (ix) The Prepayment Premium Period (as defined in the Note) of each Supplemental Mortgage shall be coterminous with the Prepayment Premium Period or the combined Lockout Period and Defeasance Period (all, as defined in the Note), as applicable, of the First Mortgage; (x) The interest rate equal of each Supplemental Mortgage will be determined by Freddie Mac in its sole and absolute discretion; (xi) The Lender enters into an intercreditor agreement (“Intercreditor Agreement”) acceptable to one Freddie Mac and to Lender for each Supplemental Mortgage; (xii) Borrower’s payment of fees and other expenses charged by Xxxxxx, Freddie Mac, the Approved Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and originating each Supplemental Mortgage; (xiii) Notwithstanding anything to the contrary in Section 7 of this Instrument, Borrower shall make deposits under this First Mortgage for the payment of any Impositions, so long as a Supplemental Mortgage is outstanding, and such deposits shall be credited to the payment of such Impositions under any Supplemental Mortgage; (xiv) All other requirements of the followingSupplemental Mortgage Product must be met, unless Freddie Mac has elected to waive one or more of its requirements. (c) No later than 5 Business Days after Xxxxxx’s receipt of a written request from Xxxxxxxx, Lender shall provide the following information to an Approved Seller/Servicer upon Xxxxxxxx’s written request. Lender shall only be obligated to provide this information in connection with Xxxxxxxx’s request for a Supplemental Mortgage from an Approved Seller/Servicer; provided, however, if Freddie Mac is the owner of the Note, Lender shall not be obligated to provide such information: (i) the then-current outstanding principal balance of the First Mortgage; (ii) payment history of the First Mortgage; (iii) whether taxes, insurance, ground rents, replacement reserves, repair escrows, or other escrows are being collected on the First Mortgage and the amount of each such escrow as of the date of the request; (iv) whether any repairs, capital replacements or improvements or rental achievement or burn-off guaranty requirements are existing or outstanding under the terms of the First Mortgage; (v) a copy of the most recent inspection report for the Mortgaged Property; (vi) whether any modifications or amendments have been made to the Loan Documents for the First Mortgage since origination of the First Mortgage and, if applicable, a copy of such modifications and amendments; and (vii) whether to Xxxxxx’s knowledge any Event of Default exists under the First Mortgage. (d) Xxxxxx shall have no obligation to consent to any mortgage or lien on the Mortgaged Property that secures any indebtedness other than the Indebtedness, except as set forth herein. (e) If a Supplemental Mortgage is made to Borrower, Xxxxxxxx agrees that the terms of the Intercreditor Agreement shall govern with respect to any distributions of excess proceeds by Lender to the Approved Seller/Servicer, Freddie Mac or their successors and/or assigns (collectively, the “Junior Lender”), and Borrower agrees that Lender may distribute any excess proceeds received by Lender pursuant to the Loan Documents to Junior Lender pursuant to the Intercreditor Agreement.

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac Xxx”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Freddie Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Freddie Mac under its Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Freddie Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Freddie Mac’s then-current policies (“Required DSCR”), as determined by Freddie Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, Mortgage to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement Instrument (using a 30 30-year amortization schedule), , (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and Mortgages) and (III) the proposed “Indebtedness” for any Supplemental Loan Mortgage (using a 30 30-year amortization schedule). The annual net operating income of the Mortgaged Property will be as determined by Freddie Mac in its sole discretion considering factors such as income in place at the time of the proposed Supplemental Mortgage and income during the preceding twelve (12) months, and actual, historical and anticipated operating expenses. Freddie Mac shall determine the combined debt service coverage ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Freddie Mac such financial statements and other information Freddie Mac may require to make these determinations; (v) Each Supplemental Mortgage will not cause the combined loan to value ratio of the Mortgaged Property after each Supplemental Mortgage to exceed 80% (“Required LTV”), as determined by Freddie Mac. As used in this Section, “annual principal and interestcombined loan to value ratio” means, with respect to the Mortgaged Property, the ratio, expressed as a floating rate percentage, of (A) the aggregate outstanding principal balances of (I) the Indebtedness under this Instrument, (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property and (III) the proposed “Indebtedness” for any Supplemental Mortgage, to (B) the value of the Mortgaged Property. Freddie Mac shall determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Freddie Mac such financial statements and other information Freddie Mac may require to make these determinations. In addition, Freddie Mac, at Xxxxxxxx’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Freddie Mac in making the determinations hereunder. If Freddie Mac requires an appraisal, then the value of the Mortgaged Property that will be calculated used to determine whether the Required LTV has been met shall be the lesser of (A) the appraised value set forth in such appraisal or (B) the value of the Mortgaged Property as determined by Xxxxxxx Freddie Mac; (vi) The Borrower’s organizational documents are amended to permit the Borrower to incur additional debt in the form of Supplemental Mortgages (Lender shall consent to such amendment(s)); (vii) One or more natural persons or entities acceptable to Freddie Mac using an executes and delivers to the Approved Seller/Servicer a guaranty in a form acceptable to Freddie Mac with respect to the exceptions to non-recourse liability described in Freddie Mac’s form promissory note, unless Freddie Mac has elected to waive its requirement for a guaranty; (viii) The loan term of each Supplemental Mortgage shall be coterminous with the First Mortgage or longer than the First Mortgage, including any “Extension Period” described in the Note secured by the First Mortgage, at Freddie Mac’s discretion; (ix) The Prepayment Premium Period (as defined in the Note) of each Supplemental Mortgage shall be coterminous with the Prepayment Premium Period or the combined Lockout Period and Defeasance Period (all, as defined in the Note), as applicable, of the First Mortgage; (x) The interest rate equal of each Supplemental Mortgage will be determined by Freddie Mac in its sole and absolute discretion; (xi) The Lender enters into an intercreditor agreement (“Intercreditor Agreement”) acceptable to one Freddie Mac and to Lender for each Supplemental Mortgage; (xii) Borrower’s payment of fees and other expenses charged by Xxxxxx, Freddie Mac, the Approved Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and originating each Supplemental Mortgage; (xiii) Notwithstanding anything to the contrary in Section 7 of this Instrument, Borrower shall make deposits under this First Mortgage for the payment of any Impositions, so long as a Supplemental Mortgage is outstanding, and such deposits shall be credited to the payment of such Impositions under any Supplemental Mortgage; (xiv) If any Supplemental Mortgage is outstanding, the Borrower must obtain the consent of the followinglender for each Supplemental Mortgage prior to agreeing to any modifications or amendments to the Loan Documents; (xv) All other requirements of the Supplemental Mortgage Product must be met, unless Freddie Mac has elected to waive one or more of its requirements. (c) No later than 5 Business Days after Xxxxxx’s receipt of a written request from Xxxxxxxx, Lender shall provide the following information to an Approved Seller/Servicer upon Xxxxxxxx’s written request. Lender shall only be obligated to provide this information in connection with Xxxxxxxx’s request for a Supplemental Mortgage from an Approved Seller/Servicer; provided, however, if Freddie Mac is the owner of the Note, Lender shall not be obligated to provide such information: (i) the then-current outstanding principal balance of the First Mortgage; (ii) payment history of the First Mortgage; (iii) whether taxes, insurance, ground rents, replacement reserves, repair escrows, or other escrows are being collected on the First Mortgage and the amount of each such escrow as of the date of the request; (iv) whether any repairs, capital replacements or improvements or rental achievement or burn-off guaranty requirements are existing or outstanding under the terms of the First Mortgage; (v) a copy of the most recent inspection report for the Mortgaged Property; (vi) whether any modifications or amendments have been made to the Loan Documents for the First Mortgage since origination of the First Mortgage and, if applicable, a copy of such modifications and amendments; and (vii) whether to Xxxxxx’s knowledge any Event of Default exists under the First Mortgage. (d) Xxxxxx shall have no obligation to consent to any mortgage or lien on the Mortgaged Property that secures any indebtedness other than the Indebtedness, except as set forth herein.

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac Mac”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Xxxxxxx Mac’s then-current policies (“Required DSCR”), as determined by Xxxxxxx Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, Mortgage to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement Instrument (using a 30 30-year amortization schedule), , (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and Mortgages) and (III) the proposed “Indebtedness” for any Supplemental Loan Mortgage (using a 30 30-year amortization schedule). The annual net operating income of the Mortgaged Property will be as determined by Xxxxxxx Mac in its sole discretion considering factors such as income in place at the time of the proposed Supplemental Mortgage and income during the preceding twelve (12) months, and actual, historical and anticipated operating expenses. Xxxxxxx Mac shall determine the combined debt service coverage ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations; (v) Each Supplemental Mortgage will not cause the combined loan to value ratio of the Mortgaged Property after each Supplemental Mortgage to exceed 72% (“Required LTV”), as determined by Xxxxxxx Mac. As used in this Section, “annual principal and interestcombined loan to value ratio” means, with respect to the Mortgaged Property, the ratio, expressed as a floating rate percentage, of (A) the aggregate outstanding principal balances of (I) the Indebtedness under this Instrument, (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property and (III) the proposed “Indebtedness” for any Supplemental Mortgage, to (B) the value of the Mortgaged Property. Xxxxxxx Mac shall determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations. In addition, Xxxxxxx Mac, at Borrower’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Xxxxxxx Mac in making the determinations hereunder. If Xxxxxxx Mac requires an appraisal, then the value of the Mortgaged Property that will be calculated used to determine whether the Required LTV has been met shall be the lesser of (A) the appraised value set forth in such appraisal or (B) the value of the Mortgaged Property as determined by Xxxxxxx Mac; (vi) The Borrower’s organizational documents are amended to permit the Borrower to incur additional debt in the form of Supplemental Mortgages (Lender shall consent to such amendment(s)); (vii) One or more natural persons or entities acceptable to Xxxxxxx Mac executes and delivers to the Approved Seller/Servicer a guaranty in a form acceptable to Xxxxxxx Mac with respect to the exceptions to non-recourse liability described in Xxxxxxx Mac’s form promissory note, unless Xxxxxxx Mac has elected to waive its requirement for a guaranty; (viii) The loan term of each Supplemental Mortgage shall be coterminous with the First Mortgage or longer than the First Mortgage, including any “Extension Period” described in the Note secured by the First Mortgage, at Xxxxxxx Mac’s discretion; (ix) The Prepayment Premium Period (as defined in the Note) of each Supplemental Mortgage shall be coterminous with the Prepayment Premium Period or the combined Lockout Period and Defeasance Period (all, as defined in the Note), as applicable, of the First Mortgage; (x) The interest rate of each Supplemental Mortgage will be determined by Xxxxxxx Mac using in its sole and absolute discretion; (xi) The Lender enters into an interest rate equal intercreditor agreement (“Intercreditor Agreement”) acceptable to one Xxxxxxx Mac and to Lender for each Supplemental Mortgage; (xii) Borrower’s payment of fees and other expenses charged by Lender, Xxxxxxx Mac, the Approved Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and originating each Supplemental Mortgage; (xiii) Notwithstanding anything to the contrary in Section 7 of this Instrument, Borrower shall make deposits under this First Mortgage for the payment of any Impositions, so long as a Supplemental Mortgage is outstanding, and such deposits shall be credited to the payment of such Impositions under any Supplemental Mortgage; (xiv) If any Supplemental Mortgage is outstanding, the Borrower must obtain the consent of the followinglender for each Supplemental Mortgage prior to agreeing to any modifications or amendments to the Loan Documents; (xv) All other requirements of the Supplemental Mortgage Product must be met, unless Xxxxxxx Mac has elected to waive one or more of its requirements. (c) No later than 5 Business Days after Lender’s receipt of a written request from Borrower, Lender shall provide the following information to an Approved Seller/Servicer upon Borrower’s written request. Lender shall only be obligated to provide this information in connection with Borrower’s request for a Supplemental Mortgage from an Approved Seller/Servicer; provided, however, if Xxxxxxx Mac is the owner of the Note, Lender shall not be obligated to provide such information: (i) the then-current outstanding principal balance of the First Mortgage; (ii) payment history of the First Mortgage; (iii) whether taxes, insurance, ground rents, replacement reserves, repair escrows, or other escrows are being collected on the First Mortgage and the amount of each such escrow as of the date of the request; (iv) whether any repairs, capital replacements or improvements or rental achievement or burn-off guaranty requirements are existing or outstanding under the terms of the First Mortgage; (v) a copy of the most recent inspection report for the Mortgaged Property; (vi) whether any modifications or amendments have been made to the Loan Documents for the First Mortgage since origination of the First Mortgage and, if applicable, a copy of such modifications and amendments; and (vii) whether to Lender’s knowledge any Event of Default exists under the First Mortgage. (d) Lender shall have no obligation to consent to any mortgage or lien on the Mortgaged Property that secures any indebtedness other than the Indebtedness, except as set forth herein. (e) If a Supplemental Mortgage is made to Borrower, Borrower agrees that the terms of the Intercreditor Agreement shall govern with respect to any distributions of excess proceeds by Lender to the Approved Seller/Servicer, Xxxxxxx Mac or their successors and/or assigns (collectively, the “Junior Lender”), and Borrower agrees that Lender may distribute any excess proceeds received by Lender pursuant to the Loan Documents to Junior Lender pursuant to the Intercreditor Agreement.

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Freddie Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Freddie Mac” will include any affiliate or subsidiary of Xxxxxxx Freddie Mac. (b) After the first anniversary of the date of this Loan Agreement, or, if there are any Supplemental Loans affecting the Mortgaged Property, after the first anniversary of the date of the Supplemental Note for the most recently recently-incurred Senior IndebtednessSupplemental Loan, Xxxxxxx Freddie Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Freddie Mac to sell mortgages to Xxxxxxx Freddie Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Freddie Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Freddie Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Freddie Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Freddie Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Freddie Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b10.21(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily encumbering single family rental properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 10.21 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Loan Agreement but before the most recently incurred Senior Indebtednesseighth anniversary of the date of this Loan Agreement, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged PropertyProperties. Xxxxxxx Mac will purchase each the Supplemental Loan secured by the Mortgaged Property Properties if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property Properties must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each the Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No The Supplemental Loan may not cause the combined debt service coverage ratio of the Mortgaged Property Properties after the making of that the Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged PropertyProperties, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac Mac”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Xxxxxxx Mac’s then-current policies (“Required DSCR”), as determined by Xxxxxxx Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, Mortgage to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement Instrument (using a 30 30-year amortization schedule), , (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and Mortgages) and (III) the proposed “Indebtedness” for any Supplemental Loan Mortgage (using a 30 30-year amortization schedule). The annual net operating income of the Mortgaged Property will be as determined by Xxxxxxx Mac in its sole discretion considering factors such as income in place at the time of the proposed Supplemental Mortgage and income during the preceding twelve (12) months, and actual, historical and anticipated operating expenses. Xxxxxxx Mac shall determine the combined debt service coverage ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations; (v) Each Supplemental Mortgage will not cause the combined loan to value ratio of the Mortgaged Property after each Supplemental Mortgage to exceed 74% (“Required LTV”), as determined by Xxxxxxx Mac. As used in this Section, “annual principal and interestcombined loan to value ratio” means, with respect to the Mortgaged Property, the ratio, expressed as a floating rate percentage, of (A) the aggregate outstanding principal balances of (I) the Indebtedness under this Instrument, (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property and (III) the proposed “Indebtedness” for any Supplemental Mortgage, to (B) the value of the Mortgaged Property. Xxxxxxx Mac shall determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations. In addition, Xxxxxxx Mac, at Borrower’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Xxxxxxx Mac in making the determinations hereunder. If Xxxxxxx Mac requires an appraisal, then the value of the Mortgaged Property that will be calculated used to determine whether the Required LTV has been met shall be the lesser of (A) the appraised value set forth in such appraisal or (B) the value of the Mortgaged Property as determined by Xxxxxxx Mac; (vi) The Borrower’s organizational documents are amended to permit the Borrower to incur additional debt in the form of Supplemental Mortgages (Lender shall consent to such amendment(s)); (vii) One or more natural persons or entities acceptable to Xxxxxxx Mac executes and delivers to the Approved Seller/Servicer a guaranty in a form acceptable to Xxxxxxx Mac with respect to the exceptions to non-recourse liability described in Xxxxxxx Mac’s form promissory note, unless Xxxxxxx Mac has elected to waive its requirement for a guaranty; (viii) The loan term of each Supplemental Mortgage shall be coterminous with the First Mortgage or longer than the First Mortgage, including any “Extension Period” described in the Note secured by the First Mortgage, at Xxxxxxx Mac’s discretion; (ix) The Prepayment Premium Period (as defined in the Note) of each Supplemental Mortgage shall be coterminous with the Prepayment Premium Period or the combined Lockout Period and Defeasance Period (all, as defined in the Note), as applicable, of the First Mortgage; (x) The interest rate of each Supplemental Mortgage will be determined by Xxxxxxx Mac using in its sole and absolute discretion; (xi) The Lender enters into an interest rate equal intercreditor agreement (“Intercreditor Agreement”) acceptable to one Xxxxxxx Mac and to Lender for each Supplemental Mortgage; (xii) Borrower’s payment of fees and other expenses charged by Lender, Xxxxxxx Mac, the Approved Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and originating each Supplemental Mortgage; (xiii) Notwithstanding anything to the contrary in Section 7 of this Instrument, Borrower shall make deposits under this First Mortgage for the payment of any Impositions, so long as a Supplemental Mortgage is outstanding, and such deposits shall be credited to the payment of such Impositions under any Supplemental Mortgage; (xiv) If any Supplemental Mortgage is outstanding, the Borrower must obtain the consent of the followinglender for each Supplemental Mortgage prior to agreeing to any modifications or amendments to the Loan Documents; (xv) All other requirements of the Supplemental Mortgage Product must be met, unless Xxxxxxx Mac has elected to waive one or more of its requirements. (c) No later than 5 Business Days after Lender’s receipt of a written request from Borrower, Lender shall provide the following information to an Approved Seller/Servicer upon Borrower’s written request. Lender shall only be obligated to provide this information in connection with Borrower’s request for a Supplemental Mortgage from an Approved Seller/Servicer; provided, however, if Xxxxxxx Mac is the owner of the Note, Lender shall not be obligated to provide such information: (i) the then-current outstanding principal balance of the First Mortgage; (ii) payment history of the First Mortgage; (iii) whether taxes, insurance, ground rents, replacement reserves, repair escrows, or other escrows are being collected on the First Mortgage and the amount of each such escrow as of the date of the request; (iv) whether any repairs, capital replacements or improvements or rental achievement or burn-off guaranty requirements are existing or outstanding under the terms of the First Mortgage; (v) a copy of the most recent inspection report for the Mortgaged Property; (vi) whether any modifications or amendments have been made to the Loan Documents for the First Mortgage since origination of the First Mortgage and, if applicable, a copy of such modifications and amendments; and (vii) whether to Lender’s knowledge any Event of Default exists under the First Mortgage. (d) Lender shall have no obligation to consent to any mortgage or lien on the Mortgaged Property that secures any indebtedness other than the Indebtedness, except as set forth herein. (e) If a Supplemental Mortgage is made to Borrower, Borrower agrees that the terms of the Intercreditor Agreement shall govern with respect to any distributions of excess proceeds by Lender to the Approved Seller/Servicer, Xxxxxxx Mac or their successors and/or assigns (collectively, the “Junior Lender”), and Borrower agrees that Lender may distribute any excess proceeds received by Lender pursuant to the Loan Documents to Junior Lender pursuant to the Intercreditor Agreement.

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac Mac”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Xxxxxxx Mac’s then-current policies (“Required DSCR”), as determined by Xxxxxxx Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, Mortgage to (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement Instrument (using a 30 30-year amortization schedule), , (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 30-year amortization schedule for any Supplemental Loans), and Mortgages) and (III) the proposed “Indebtedness” for any Supplemental Loan Mortgage (using a 30 30-year amortization schedule). The annual net operating income of the Mortgaged Property will be as determined by Xxxxxxx Mac in its sole discretion considering factors such as income in place at the time of the proposed Supplemental Mortgage and income during the preceding twelve (12) months, and actual, historical and anticipated operating expenses. Xxxxxxx Mac shall determine the combined debt service coverage ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations; (v) Each Supplemental Mortgage will not cause the combined loan to value ratio of the Mortgaged Property after each Supplemental Mortgage to exceed 72% (“Required LTV”), as determined by Xxxxxxx Mac. As used in this Section, “annual principal and interestcombined loan to value ratio” means, with respect to the Mortgaged Property, the ratio, expressed as a floating rate percentage, of (A) the aggregate outstanding principal balances of (I) the Indebtedness under this Instrument, (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property and (III) the proposed “Indebtedness” for any Supplemental Mortgage, to (B) the value of the Mortgaged Property. Xxxxxxx Mac shall determine the combined loan to value ratio of the Mortgaged Property based on its underwriting. Borrower shall provide Xxxxxxx Mac such financial statements and other information Xxxxxxx Mac may require to make these determinations. In addition, Xxxxxxx Mac, at Borrower’s expense, may obtain MAI appraisals of the Mortgaged Property in order to assist Xxxxxxx Mac in making the determinations hereunder. If Xxxxxxx Mac requires an appraisal, then the value of the Mortgaged Property that will be calculated used to determine whether the Required LTV has been met shall be the lesser of (A) the appraised value set forth in such appraisal or (B) the value of the Mortgaged Property as determined by Xxxxxxx Mac; (vi) The Borrower’s organizational documents are amended to permit the Borrower to incur additional debt in the form of Supplemental Mortgages (Lender shall consent to such amendment(s)); (vii) One or more natural persons or entities acceptable to Xxxxxxx Mac executes and delivers to the Approved Seller/Servicer a guaranty in a form acceptable to Xxxxxxx Mac with respect to the exceptions to non-recourse liability described in Xxxxxxx Mac’s form promissory note, unless Xxxxxxx Mac has elected to waive its requirement for a guaranty; (viii) The loan term of each Supplemental Mortgage shall be coterminous with the First Mortgage or longer than the First Mortgage, including any “Extension Period” described in the Note secured by the First Mortgage, at Xxxxxxx Mac’s discretion; (ix) The Prepayment Premium Period (as defined in the Note) of each Supplemental Mortgage shall be coterminous with the Prepayment Premium Period or the combined Lockout Period and Defeasance Period (all, as defined in the Note), as applicable, of the First Mortgage; (x) The interest rate of each Supplemental Mortgage will be determined by Xxxxxxx Mac using in its sole and absolute discretion; (xi) The Lender enters into an interest rate equal intercreditor agreement (“Intercreditor Agreement”) acceptable to one Xxxxxxx Mac and to Lender for each Supplemental Mortgage; (xii) Borrower’s payment of fees and other expenses charged by Lender, Xxxxxxx Mac, the Approved Seller/Servicer, and the Rating Agencies (including reasonable Attorneys’ Fees and Costs) in connection with reviewing and originating each Supplemental Mortgage; (xiii) Notwithstanding anything to the contrary in Section 7 of this Instrument, Borrower shall make deposits under this First Mortgage for the payment of any Impositions, so long as a Supplemental Mortgage is outstanding, and such deposits shall be credited to the payment of such Impositions under any Supplemental Mortgage; (xiv) If any Supplemental Mortgage is outstanding, the Borrower must obtain the consent of the followinglender for each Supplemental Mortgage prior to agreeing to any modifications or amendments to the Loan Documents; (xv) All other requirements of the Supplemental Mortgage Product must be met, unless Xxxxxxx Mac has elected to waive one or more of its requirements. (c) No later than 5 Business Days after Lender’s receipt of a written request from Borrower, Lender shall provide the following information to an Approved Seller/Servicer upon Borrower’s written request. Lender shall only be obligated to provide this information in connection with Borrower’s request for a Supplemental Mortgage from an Approved Seller/Servicer; provided, however, if Xxxxxxx Mac is the owner of the Note, Lender shall not be obligated to provide such information: (i) the then-current outstanding principal balance of the First Mortgage; (ii) payment history of the First Mortgage; (iii) whether taxes, insurance, ground rents, replacement reserves, repair escrows, or other escrows are being collected on the First Mortgage and the amount of each such escrow as of the date of the request; (iv) whether any repairs, capital replacements or improvements or rental achievement or burn-off guaranty requirements are existing or outstanding under the terms of the First Mortgage; (v) a copy of the most recent inspection report for the Mortgaged Property; (vi) whether any modifications or amendments have been made to the Loan Documents for the First Mortgage since origination of the First Mortgage and, if applicable, a copy of such modifications and amendments; and (vii) whether to Lender’s knowledge any Event of Default exists under the First Mortgage.

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Fxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“"Supplemental Mortgage Product”"). For purposes of this Section 11.11 only, the term “Xxxxxxx "Fxxxxxx Mac” " will include any affiliate or subsidiary of Xxxxxxx Fxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtedness, Xxxxxxx Fxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Fxxxxxx Mac to sell mortgages to Xxxxxxx Fxxxxxx Mac under the Supplemental Mortgage Product (“"Approved Seller/Servicer”") for the purchase by Xxxxxxx Fxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Fxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Fxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Fxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum Required DSCR. As used in this Section, the term “"combined debt service coverage ratio” " means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “"Indebtedness” " as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “"Indebtedness” " for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “"annual principal and interest” " with respect to a floating an adjustable-rate loan will be calculated by Xxxxxxx Fxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will apply only if at the time of any application referred to in Section 11.11(b), Xxxxxxx Mac has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (“Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Loan Agreement, or, if there are any Supplemental Loans affecting the Mortgaged Property, after the first anniversary of the date of the Supplemental Note for the most recently recently-incurred Senior IndebtednessSupplemental Loan, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (“Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments on the Mortgaged Property. Xxxxxxx Mac will purchase each Supplemental Loan secured by the Mortgaged Property if each of the following conditions is satisfied: (i) At the time of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default. (ii) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into to reflect each Supplemental Loan, such documents to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause the combined debt service coverage ratio of the Mortgaged Property after the making of that Supplemental Loan to be less than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:

Supplemental Financing. (a) This Section will shall apply only if if: (i) the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”) is the holder of the Note and this Instrument, (ii) the Borrower named in this Instrument is the owner of the Mortgaged Property, (iii) the Initial Owners are the owners of all ownership interests in Borrower (except for changes in such ownership that are permitted by Section 21(c) of this Instrument), (iv) no Event of Default has occurred, and (v) at the time of any application referred to in Section 11.11(b)below, Xxxxxxx Mac has in effect a product program described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage ProductProgram”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of the most recently incurred Senior Indebtednessthis Instrument, Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product Program (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments a second mortgage on the Mortgaged PropertyProperty (such indebtedness and second mortgage being referred to together as a “Supplemental Mortgage”). (c) Xxxxxxx Mac shall have no obligation to purchase any proposed Supplemental Mortgage that is not acceptable to Xxxxxxx Mac for any reason, in Xxxxxxx Mac’s sole and absolute judgment and discretion. Without limiting the generality of the preceding sentence, Xxxxxxx Mac will not purchase each any proposed Supplemental Loan secured by Mortgage if, in Xxxxxxx Mac’s sole and absolute judgment, (i) the proposed Supplemental Mortgage fails to meet any of the standards applicable at the time under the Supplemental Mortgage Program, including but not limited to standards pertaining to the physical condition, financial performance or other characteristics of the Mortgaged Property if each or any aspect of the following conditions Borrower, any guarantor or the applicable market, or (ii) Xxxxxxx Mac is satisfied: (i) At not satisfied with respect to the time term, interest rate or amortization provisions of the proposed Supplemental Loan, no Event of Default may have occurred and be continuing and no event or condition may have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of DefaultMortgage. (iid) Borrower and the Mortgaged Property must be acceptable to Xxxxxxx Mac under its Supplemental Mortgage Product. (iii) New loan documents must be entered into shall have no obligation to reflect each Supplemental Loan, such documents consent to be acceptable to Xxxxxxx Mac in its discretion. (iv) No Supplemental Loan may cause any mortgage or lien on the combined debt service coverage ratio of the Mortgaged Property after the making of property that Supplemental Loan to be less secures any indebtedness other than the Minimum DSCR. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:.

Supplemental Financing. (a) This Section will shall apply only if at the time of any application referred to in Section 11.11(b)below, the Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac Mac”) has in effect a product described in its Multifamily Seller/Servicer Guide under which it purchases supplemental mortgages on multifamily properties that meet specified criteria (a “Supplemental Mortgage Product”). For purposes of this Section 11.11 only, the term “Xxxxxxx Mac” will include any affiliate or subsidiary of Xxxxxxx Mac. (b) After the first anniversary of the date of this Instrument (the most recently incurred Senior Indebtedness“First Mortgage”), Xxxxxxx Mac will consider an application from an originating lender that is generally approved by Xxxxxxx Mac to sell mortgages to Xxxxxxx Mac under the Supplemental Mortgage Product (an “Approved Seller/Servicer”) for the purchase by Xxxxxxx Mac of a proposed indebtedness of Borrower to the Approved Seller/Servicer to be secured by one or more Supplemental Instruments supplemental mortgages on the Mortgaged PropertyProperty (such indebtedness and supplemental mortgages being referred to together as a “Supplemental Mortgage”). Xxxxxxx Mac will purchase each Supplemental Loan Mortgage secured by the Mortgaged Property if each of the following conditions is are satisfied: (i) At the time of the proposed Supplemental LoanMortgage, no Event of Default may shall have occurred and be continuing and no event or condition may shall have occurred and be continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default.; (ii) Borrower and Borrower, the Mortgaged Property and the proposed Supplemental Mortgage must be acceptable to Xxxxxxx Mac under its then-current Supplemental Mortgage Product.; (iii) New loan documents must be entered into to reflect each Supplemental LoanMortgage, such documents to be acceptable to Xxxxxxx Mac in its sole discretion.; (iv) No Each Supplemental Loan may Mortgage will not cause the combined debt service coverage ratio of the Mortgaged Property after the making of that each Supplemental Loan Mortgage to be less than the Minimum 1.25:1, subject to increase in accordance with Xxxxxxx Mac’s then-current policies (“Required DSCR”), as determined by Xxxxxxx Mac. As used in this Section, the term “combined debt service coverage ratio” means, with respect to the Mortgaged Property, the ratio of: of (A) the annual net operating income from the operations of the Mortgaged Property at the time of the proposed Supplemental Loan, (B) the aggregate of the annual principal and interest payable on all of the following: (I) the Indebtedness under this Loan Agreement (using a 30 year amortization schedule), (II) any “Indebtedness” as defined in any security instruments recorded against the Mortgaged Property (using a 30 year amortization schedule for any Supplemental Loans), and (III) the proposed “Indebtedness” for any Supplemental Loan (using a 30 year amortization schedule). As used in this Section, “annual principal and interest” with respect to a floating rate loan will be calculated by Xxxxxxx Mac using an interest rate equal to one of the following:Mortgage to