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  STACK METHOD — DRAFT TEMPLATE — NOT LEGAL ADVICE — ATTORNEY REVIEW REQUIRED
  Provided "as is," for education only. No liability accepted. [BRACKETS] = fill in.
  *** SECURITIES WARNING *** Forming/operating a POOLED debt fund that raises money
  from investors is a securities activity (PPM, subscription docs, fund operating
  agreement, possible registration/exemption, licensing). THAT formation is NOT
  covered here and requires securities counsel. This template covers only the LOAN
  from an existing lender/fund to the Property LLC.
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                  LOAN AGREEMENT (SENIOR FINANCING)

This Loan Agreement is made [DATE] between [DEBT FUND/LENDER], a [STATE] [LLC/fund]
("Lender"), and [PROPERTY LLC NAME], LLC ("Borrower").

1.  LOAN. Lender agrees to lend Borrower $[SENIOR LOAN] (~[70]% of the appraised
    value of $[VALUE]) for the acquisition/financing of [PROPERTY ADDRESS].

2.  NOTE & SECURITY. The Loan is evidenced by the Promissory Note (Doc 07) and
    secured by a FIRST-position Deed of Trust/Mortgage (Doc 08) on the Property.

3.  UNDERWRITING (DSCR). The Loan is underwritten primarily on the Property's
    net operating income relative to debt service (target DSCR ≥ [1.0–1.25]),
    the appraisal/LTV, Borrower/Guarantor credit (min FICO [___]) as a gate and
    pricing factor, and reserves of [__] months.

4.  GUARANTY / CREDIT SUPPORT. [ ] Non-recourse with standard carve-outs.
    [ ] Guaranteed by [GUARANTOR/CREDIT SPONSOR] per a separate Guaranty;
        Guarantor compensated by [fee/equity] under a separate agreement.

5.  TERM. [__] months, matching the Balloon (Doc 05/07); interest [__]% [step-up];
    payments [interest-only / none until maturity].

6.  CONDITIONS TO FUNDING. Clear title, insurance, appraisal ≥ $[VALUE], executed
    security documents, and formation of Borrower.

7.  COVENANTS. Maintain insurance and the Property; pay taxes/HOA; no additional
    senior liens; provide financials/rent rolls on request.

8.  TRANSACTIONAL/BRIDGE FUNDING (if used). A separate same-day transactional
    funder may provide closing-table funds repaid at Closing; that arrangement is
    documented separately and is not part of this senior Loan.

9.  DEFAULT & REMEDIES. Per the Note and security instrument; foreclosure per
    [STATE] law after required notice/cure.

10. GOVERNING LAW. [STATE]. Entire agreement with the Note and security documents.

Lender: ____________________  Date: ______
Borrower: [PROPERTY LLC NAME], LLC — By: ____________________  Date: ______