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The Borrower will be required to operate the Project in compliance with a Regulatory Agreement
and Declaration of Restrictive Covenants, dated as of July 1, 2026, between the Issuer and the Borrower
(the “Regulatory Agreement”).
The Project will utilize a mortgage loan (the “FHA Insured Mortgage Loan”) insured by the Federal
Housing Administration (“FHA”) under Section 221(d)(4) of the National Housing Act of 1934, as
amended, and applicable regulations promulgated thereunder. In connection with the FHA Insured
Mortgage Loan, the Borrower will execute a Note (Multistate) (the “FHA Note”). The Borrower’s
repayment obligations under the FHA Note will be secured by a first-lien priority Multifamily Mortgage,
Security Agreement, Assignment of Rents, and Fixture Filing (Virginia) (the “FHA Mortgage”) on the
Project. The Borrower will also execute a Regulatory Agreement for Multifamily Projects required by FHA
(the “HUD Regulatory Agreement”) with respect to the Project in order to provide for, among other things,
a reserve fund for replacements as well as escrows for taxes, insurance and mortgage insurance premiums,
which will be held by Merchants Capital Corp., an Indiana corporation (the “FHA Lender”). In the event
of conflict between the provisions of the FHA Note, the FHA Mortgage, the HUD Regulatory Agreement
and certain other documents required by FHA or the FHA Lender (collectively, the “FHA Loan
Documents”) and the Indenture, the Loan Agreement or the Regulatory Agreement, the FHA Loan
Documents will control. Neither the Owners of the Bonds nor the Trustee will have rights under the FHA
Loan Documents. The Trustee for the benefit of the Owners of the Bonds will have a subordinate lien on
the real estate on which the Project is located.
On or prior to the Closing Date, the Underwriter shall have received a copy of each of the following
documents, duly executed by all parties thereto or certified to the satisfaction of the Underwriter:
(a) Indenture;
(b) Loan Agreement;
(c) Regulatory Agreement;
(d) Continuing Disclosure Agreement;
(e) Remarketing Agreement;
(f) Bonds;
(g) Official Statement (as defined below); and
(h) Bond Purchase Agreement.
The foregoing documents are hereinafter collectively referred to as the “Bond Documents.” The
Bond Documents executed by the Issuer shall be referred to herein as the “Issuer Documents.” The Bond
Documents executed by the Borrower shall be referred to herein as the “Borrower Documents.” The Bond
Documents executed by the Trustee shall be referred to herein as the “Trustee Documents.”
SECTION 1. Purchase and Sale of the Bonds
On the basis of the representations, warranties and agreements contained herein, but subject to the
terms and conditions herein, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer
hereby agrees to sell to the Underwriter, all, but not less than all, of the Bonds for a purchase price of
[100]% of the principal amount thereof. The Bonds shall bear interest at the rate and mature on the date as
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