SUBORDINATION AGREEMENTSubordination Agreement • September 28th, 2016 • Iron Bridge Mortgage Fund LLC • Short-term business credit institutions • Oregon
This Subordination Agreement (this “Agreement”) is made and entered into effective as of this day of , 2016, by and between , as collateral agent (the “Collateral Agent”) for the Senior Noteholders (as defined below) and each Junior Noteholder (as defined below) who executes and delivers a copy of the signature page to this Agreement.
AMENDED AND RESTATED OPERATING AGREEMENT IRON BRIDGE MORTGAGE FUND, LLCOperating Agreement • September 28th, 2016 • Iron Bridge Mortgage Fund LLC • Short-term business credit institutions • Oregon
The Fund was formed pursuant to Articles of Organization filed in the office of the Secretary of State of the State of Oregon on September 29, 2008. The Operating Agreement of the Fund adopted on April 1, 2008, is being amended and restated in its entirety by this Amended and Restated Operating Agreement (“Operating Agreement”). This Operating Agreement of the Fund sets forth the terms under which the Fund will operate and Persons will be admitted as Members of the Fund.
ContractSecurity Agreement • September 28th, 2016 • Iron Bridge Mortgage Fund LLC • Short-term business credit institutions • Oregon
THE PAYMENTS OF THE AMOUNTS DUE UNDER THE SENIOR NOTES ARE SUBJECT TO THE CONDITIONS SET FORTH IN AGREEMENTS WITH THE SENIOR LENDERS OF IRON BRIDGE MORTGAGE FUND, LLC, AN OREGON LIMITED LIABILITY COMPANY (THE “COMPANY”), INCLUDING THAT CERTAIN SUBORDINATION AGREEMENT BETWEEN THE COMPANY AND WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION, A COPY OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY.
IRON BRIDGE MORTGAGE FUND, LLC SECURITY AGREEMENTSecurity Agreement • September 28th, 2016 • Iron Bridge Mortgage Fund LLC • Short-term business credit institutions • Oregon
THIS SECURITY AGREEMENT dated as of , 2016 (the “Security Agreement” or the “Agreement”), is made by IRON BRIDGE MORTGAGE FUND, LLC, an Oregon limited liability company (“Grantor”), in favor of , the Collateral Agent, as defined below, for the benefit of the Secured Parties, also as defined below. By separate acknowledgement, each Secured Party shall agree to be bound by the terms of this Security Agreement for as long as their respective Loan, as defined below, remains outstanding.
SENIOR SECURED PROMISSORY NOTE PURCHASE AGREEMENT by and among IRON BRIDGE MORTGAGE FUND, LLC an Oregon limited liability company and INVESTORS Iron Bridge Mortgage Fund, LLCNote Purchase Agreement • September 28th, 2016 • Iron Bridge Mortgage Fund LLC • Short-term business credit institutions • Oregon
THIS SENIOR SECURED PROMISSORY NOTE PURCHASE AGREEMENT (the “Agreement”) is dated as of [ ], 2016 (the “Effective Date”), and is by and among IRON BRIDGE MORTGAGE FUND, LLC an Oregon limited liability company (the “Company”), and the persons and entities who adopt this Agreement and join as parties hereto from time to time as provided herein (individually, an “Investor” and collectively, the “Investors”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 28th, 2016 • Iron Bridge Mortgage Fund LLC • Short-term business credit institutions • Arizona
This LOAN AND SECURITY AGREEMENT is dated effective December 22, 2015 between WESTERN ALLIANCE BANK, an Arizona corporation (“Alliance”), with a place of business located at 3033 West Ray Road, Chandler, Arizona 85226, and IRON BRIDGE MORTGAGE FUND, LLC, an Oregon limited liability company (“Borrower”), whose address is 1255 NW 9th Avenue, Suite 1403, Portland, Oregon 97209.
SUBORDINATION AGREEMENTSubordination Agreement • September 28th, 2016 • Iron Bridge Mortgage Fund LLC • Short-term business credit institutions • Arizona
The undersigned, IRON BRIDGE MORTGAGE FUND, LLC, an Oregon limited liability company (“Company”), is managed by its sole manager, and also an undersigned, IRON BRIDGE MANAGEMENT GROUP, LLC, an Oregon limited liability company (“Manager”). The Company has issued and will issue, from time to time, 10% Secured Promissory Notes, Six Month Maturity, Interest Paid Monthly (“Notes”), pursuant to the IBMF Note Program memorialized by a Confidential Private Offering Memorandum dated February 1, 2013 (which may be amended, restated or otherwise modified from time to time, “Offering Memorandum”). Each of the Notes shall be issued and sold pursuant to a Secured Promissory Note Purchase Agreement (“Note Purchase Agreement”) among the Company and the purchasers thereto from time to time (each such purchaser, and its successor or assign, a “Note Holder” and collectively all such purchasers, and their respective successors and assigns, “Note Holders”). Pursuant to the terms of the Offering Memorandum
CUSTODIAL AGREEMENT Among WESTERN ALLIANCE BANK, as Lender, IRON BRIDGE MORTGAGE FUND, LLC, as Borrower and U.S. BANK NATIONAL ASSOCIATION, as Custodian, Dated as of January 5, 2016Custodial Agreement • September 28th, 2016 • Iron Bridge Mortgage Fund LLC • Short-term business credit institutions • New York
IRON BRIDGE MORTGAGE FUND, LLC SENIOR SECURED PROMISSORY NOTE SUBSCRIPTION AGREEMENTPromissory Note Subscription Agreement • September 28th, 2016 • Iron Bridge Mortgage Fund LLC • Short-term business credit institutions • Oregon
This Senior Secured Promissory Note Subscription Agreement (this “Subscription Agreement”) is entered into by and among Iron Bridge Mortgage Fund, LLC, an Oregon limited liability company (the “Company”), and the investor identified on the signature page hereto (the “Investor”) in connection with the Investor’s purchase of promissory notes (the “Senior Notes”) issued by the Company pursuant to the Senior Secured Promissory Note Purchase Agreement by and among the Company, the Investor, and the other Investors party thereto (the “Purchase Agreement”). Capitalized terms used but not defined in this Subscription Agreement have the meanings ascribed to them in the Purchase Agreement.
