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135242317v3 <br /> <br /> <br />3 <br /> <br />L. Upon the occurrence of the Freddie Mac Purchase Date, Seller/Servicer will assign <br />to Freddie Mac all of its rights and interest in the Funding Loan, the Governmental Note, the <br />Funding Loan Agreement, the Freddie Mac Continuing Covenant Agreement, and the other <br />Financing Documents. On and after the Freddie Mac Purchase Date, Freddie Mac will act as <br />Funding Lender Representative with respect to the Loans and Merchants Capital Corp. will act as <br />Loan Servicer for the Loans on behalf of Funding Lender Representative. <br />AGREEMENT <br />NOW, THEREFORE, in consideration of the premises and of the origination and funding <br />of the Project Loan by Governmental Lender, and for other good and valuable consideration, the <br />receipt of which is hereby acknowledged, the parties hereto agree as follows: <br />ARTICLE I <br />DEFINITIONS; INTERPRETATION <br />Section 1.01 Definitions. The terms used in this Project Loan Agreement (except as <br />herein otherwise expressly provided or unless the context otherwise requires) for all purposes of <br />this Project Loan Agreement and of any amendment or supplement hereto shall have the respective <br />meanings specified below. Terms used herein (including when used in the Recitals) not otherwise <br />defined shall have the respective meanings set forth in the Funding Loan Agreement and the <br />Continuing Covenant Agreement. <br />“Act” is defined in the Recitals of this Project Loan Agreement. <br />“Additional Loans” is defined in Section 8.13 of this Project Loan Agreement. <br />“Borrower” means the entity identified as “Borrower” in the Recitals of this Project Loan <br />Agreement, together with any of its permitted successors and assigns, as owner of the Project. <br />“Bridge Lender” means Merchants Bank of Indiana, an Indiana chartered bank, or its <br />successors or assigns. <br />“Bridge Loan” means the equity bridge loan in an amount not to exceed $__________, <br />made by the Bridge Lender to the Borrower pursuant to that certain Bridge Loan Agreement dated <br />as of the date hereof between Borrower and Bridge Lender. <br />“Continuing Covenant Agreement” is defined in the Recitals of this Project Loan <br />Agreement. <br />“Delivery Date” means the date identified as “Delivery Date” in the Recitals of this Project <br />Loan Agreement, which is the date of funding of the Funding Loan and the delivery of the <br />Governmental Note by Governmental Lender to Initial Funding Lender. <br />“Event of Default” means the occurrence of any event listed in Section 7.01 hereof.