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73495160v3 <br /> <br /> <br />14 <br /> <br />“Management Agreement” shall have the meaning ascribed to such term in Section 6.19 of the <br />Borrower Loan Agreement. <br />“Managing Agent” means Michaels Management-Affordable, LLC, a New Jersey limited liability <br />company, together with any successor manager of the Project Facilities approved by the Controlling Person <br />and their respective successors and assigns. <br />“Mandatory Prepayment Amount” shall mean the amount specified on the Schedule of Financial <br />Terms. <br />“Material Change Order” means, with respect to the Project Facilities, a Change Order which (i) <br />would result in an increase or decrease of $50,000 in the aggregate contract price of the Work to be <br />performed on the Project Facilities; (ii) when aggregated with other Change Orders previously effected, <br />would result in an increase or decrease in excess of $250,000 in the aggregate contract price for the Work <br />to be performed on the Project Facilities; (iii) would reduce the number of apartment units in the Project <br />Facilities; (iv) would materially reduce the aggregate useable square footage of the apartment units or the <br />parking areas in the Project Facilities; (v) would change the number of one, two and three bedroom <br />apartments in the Project Facilities; (vi) would alter the scope of the recreational facilities or ancillary <br />facilities of the Project Facilities; (vii) would alter the number of apartment units in the Project Facilities <br />designated for occupancy by low and moderate income tenants; (viii) makes a substitution for any material <br />or product that is of lesser quality, in the Controlling Person’s determination, than that specified in the Plans <br />and Specifications relating to the Project Facilities; or (ix) would materially adversely impair the value of <br />the Project Facilities once the Work is completed. <br />“Material Contract” means each indenture, mortgage, agreement or other written instrument or <br />contract to which the Borrower is a party or by which any of its assets are bound (including, without <br />limitation, any employment or executive compensation agreement, collective bargaining agreement, <br />agreement relating to an Obligation, agreement for the acquisition, construction, repair or disposition of <br />real or personal property, agreement for the purchasing or furnishing of services, operating lease, joint <br />venture agreement, agreement relating to the acquisition or disposition of an Affiliate or agreement of <br />merger or consolidation) which (i) evidences, secures or governs any outstanding obligation of the <br />Borrower of $100,000 or more per annum, or (ii) if canceled, breached or not renewed by any party thereto, <br />would have a material adverse effect on the business operations, assets, condition (financial or otherwise) <br />or prospects of the Borrower. <br />“Maturity Date” means the date set forth on the Schedule of Financial Terms. <br /> “Minimum Beneficial Ownership Amount” means an amount of no less than ten percent (10%) <br />of the outstanding principal amount of the Funding Loan. <br />“Minimum Coverage” shall mean the debt service coverage ratio set forth on the Schedule of <br />Financial Terms. <br />“Minimum Occupancy” shall mean the minimum percentage of occupancy set forth on the <br />Schedule of Financial Terms. <br />“Moisture Management Program” shall have the meaning ascribed to such term in Section <br />6.14(e) of the Borrower Loan Agreement. <br />“Mold” shall have the meaning ascribed to such term in Section 6.14(e) of the Borrower Loan <br />Agreement.