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Attachment C K. If the Conditions to Conversion are satisfied and the Funding Loan is purchased by the Freddie Mac Seller/Servicer on the Conversion Date as set forth above, the Freddie Mac Seller/Servicer shall deliver the Funding Loan to Freddie Mac for purchase pursuant to the terms of the Freddie Mac Commitment and the Guide (such date of purchase by Freddie Mac being referred to as the Ð Freddie Mac Purchase Date Ñ). L. Upon the occurrence of the Freddie Mac Purchase Date, the Freddie Mac Seller/Servicer will assign to Freddie Mac all of its rights and interest in the Funding Loan, the Governmental Note, the Funding Loan Agreement, the Freddie Mac Continuing Covenant Agreement and the other Financing Documents. The Freddie Mac Seller/Servicer will act as Servicer for the Loans on behalf of Freddie Mac, as Funding Lender, on and after the Freddie Mac Purchase Date. NOW, THEREFORE, for and in consideration of the mutual covenants and representations hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. All words and phrases (except for Event of Default) defined in the Funding Loan Agreement and the Continuing Covenant Agreement shall have the same meanings for the purposes of this Project Loan Agreement. In addition to the words and phrases defined in the Funding Loan Agreement, the Continuing Covenant Agreement, and elsewhere herein, the following words and phrases shall have the following meanings: ÐEvent of DefaultÑ means any of those events specified in and defined by the applicable provisions of Article VII hereof to constitute an event of default. ÐFee ComponentÑ means the regular, ongoing fees due from time to time to the Governmental Lender, the Fiscal Agent and the Rebate Analyst, if any, expressed as a flat, fixed amount or in terms of a percentage of the unpaid principal amount of the Funding Loan on an annual basis. Ð Financial Monitor Ñ means during the Construction Phase, Greystone Servicing Company, LLC, as financial monitor under the Financial Monitoring Agreement, of even date herewith, between the Borrower and Financial Monitor (as the same may be amended or supplemented, the Ð Financial Monitoring Agreement.Ñ ÐPrior LenderÑ means Bridgewater Bank, a Minnesota banking corporation, as the purchaser and sole holder of all legal and beneficial interests in, to and under the Prior Note. 3 12502464v3