06-08-2022 Council Packet - Laserfiche WebLink

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73495160v3 20 “Retainage” means the greater of: (i) a holdback of the percentage of the hard costs of construction of the Improvements under each contract or subcontract set forth on the Schedule of Financial Terms or (ii) the amount required to be held back pursuant to the Construction Contract. “Sale” means the direct or indirect sale, agreement to sell, assignment, transfer, conveyance, hypothecation, lien, mortgage, grant of a security interest in or a deed to secure debt or deed of trust with respect to, encumbrance, lease, sublease or other disposition of the Project Facilities, or any part thereof or interest therein whether voluntary, involuntary, by operation of law or otherwise, other than (i) the leasing of individual residential units to tenants, (ii) the extension, amendment, renewal or replacement of commercial leases currently in effect, and (iii) the grant of easements for utilities and similar purposes in the ordinary course provided, such easements do not impair the use of the Project Facilities or diminish the value of the Project Facilities. “Sale” shall also include the direct or indirect sale, transfer, assignment, pledge, hypothecation or conveyance of legal or beneficial ownership of (a) equity ownership interests in the Borrower, (b) a controlling interest in the aggregate, at any time or times, of the equity ownership interests in the General Partner, or (c) the substitution of a new General Partner in the Borrower without the Controlling Person’s written consent, which it may withhold in its sole discretion; provided, however, that “Sale” shall not include a Permitted Transfer. “S&P” means Standard & Poor’s Ratings Services, a division of Standard & Poor’s Financial Services LLC, a limited liability company organized and existing under the laws of the State of New York, its successors and assigns and, if such company shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Controlling Person, by notice to the Borrower, the Governmental Lender and the Funding Lender. “Schedule of Financial Terms” shall mean Schedule A to this Funding Loan Agreement, as modified from time to time pursuant to Section 6.1 hereof. “Secondary Market Transaction” shall have the meaning given to such term in Section 10.12(a) of the Borrower Loan Agreement. “Securities” shall have the meaning given to such term in Section 10.12(a) of the Borrower Loan Agreement. “Security” shall have the meaning given to such term in Section 2.1 of this Funding Loan Agreement. “Security Interest” or “Security Interests” means the security interests created herein and shall have the meanings set forth in the U.C.C. “Stabilization” means the point at which (i) the Improvements have met Minimum Occupancy by qualified tenants meeting the requirements of the Funding Loan Documents in each month of the Testing Period; (ii) the ratio of Stabilized NOI in each month of the Testing Period to maximum principal, interest, Governmental Lender Fees and Fiscal Agent Fees payable in any month other than the month in which the Maturity Date occurs on the amount of Borrower Note outstanding equals or exceeds the Minimum Coverage; (iii) no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default shall have occurred and be then continuing under the Funding Loan Documents; (iv) the Project Facilities shall have achieved Completion and satisfied each of the Construction Closeout Deliveries; (v) the Borrower Note has been repaid in an amount equal to the Mandatory Prepayment Amount; and (vi) [prepayment in full of the Bridge Note] [prepayment of the Bridge Note to Permanent Taxable Amount], all as determined or approved by the Controlling Person.