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135242345v3 5 “Certificate of Governmental Lender” and “Request of Governmental Lender” mean, respectively, a written certificate or request signed in the name of Governmental Lender by an Authorized Officer of Governmental Lender or such other Person as may be designated and authorized to sign for Governmental Lender. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. “Conditions to Conversion” is defined in the Construction Phase Financing Agreement. “Construction Continuing Covenant Agreement” means the Note Purchase Agreement (Construction Continuing Covenant Agreement) dated as of December _______, 2024 [TBD: Closing date?] by and between Borrower and Initial Funding Lender, as the same may be amended, modified or supplemented from time to time. “Construction Loan Documents” means the Construction Phase Financing Agreement, the Construction Continuing Covenant Agreement, and all other documents to be executed and delivered by Borrower to Initial Funding Lender in connection with the Project. “Construction Phase” means the construction phase of the Project Loan, which time period shall commence on the Delivery Date and remain in effect to, but not including, the Conversion Date. “Construction Phase Financing Agreement” means the Construction Phase Financing Agreement dated as of December ___, 2024 by and among Initial Funding Lender, Freddie Mac, and Seller/Servicer, and acknowledged and agreed to by Borrower, as the same may be amended, modified or supplemented from time to time. “Construction Phase Interest Rate” means the “Applicable Rate” as such term is defined in the Project Note. “Continuing Covenant Agreement” means (a) prior to the Conversion Date, the Construction Continuing Covenant Agreement, and (b) from and after the Conversion Date, the Freddie Mac Continuing Covenant Agreement. “Conversion” means conversion of the Project Loan from the Construction Phase to the Permanent Phase on the Conversion Date. “Conversion Date” means the date that Seller/Servicer purchases the Funding Loan from Initial Funding Lender upon the satisfaction of the Conditions to Conversion, as such Conversion Date is specified by Seller/Servicer in the Conversion Notice, which date shall be at least two (2) days following the date on which the Conversion Notice is delivered. “Conversion Notice” means a written notice to be delivered via electronic mail not less than two (2) days prior to the Conversion Date by Seller/Servicer to Governmental Lender, Fiscal