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14 199386222v3 “Indemnified Parties” shall have the meaning given to such term in Section 2.5 of the Borrower Loan Agreement. “Insurance Proceeds” means the total proceeds of insurance actually paid or payable by an insurance company in respect of the required insurance on the Project Facilities, less the actual costs incurred, including attorneys’ fees, in the collection of such proceeds. “Investor Limited Partner” means R4 LAMN Acquisition LLC, a Delaware limited liability company, and its successors and assigns in such capacity pursuant to the Partnership Agreement. “Investor Letter” means that certain Investor Letter, substantially in the form attached hereto as EXHIBIT B. “Land” means the real property described on Exhibit A to the Mortgage. “Lease” shall have the meaning assigned to such term in the Mortgage. “Legal Requirements” means all statutes, codes, laws, ordinances, regulations, rules, policies, guidance or other federal, state, local and municipal requirements of any Governmental Authority whether now or hereafter enacted or adopted, and all judgments, decrees, injunctions, writs, orders or like action of an arbitrator or a court or other Governmental Authority of competent jurisdiction (including those pertaining to health, safety or the environment). “Lien” means any lien, mortgage, security interest, tax lien, pledge, encumbrance, conditional sale or title retention arrangement, or any other interest in property designed to secure the repayment of indebtedness, whether arising by agreement or under any statute or law, or otherwise. “Loan Payment Date” has the meaning set forth in the Borrower Note. “Local Time” means eastern time (daylight or standard, as applicable) in New York, New York. “Major Contract” means any subcontract for labor or materials, or both, in connection with the Improvements which is for an aggregate contract price equal to or greater than $250,000, whether pursuant to one contract or agreement or multiple contracts or agreements, after taking into account all change orders. “Management Agreement” shall have the meaning ascribed to such term in Section 6.19 of the Borrower Loan Agreement. “Managing Agent” means Halverson and Blaser Group, together with any successor manager of the Project Facilities approved by the Controlling Person and their respective successors and assigns. “Material Change Order” means, with respect to the Project Facilities, a Change Order which (i) would result in an increase or decrease of $100,000 in the aggregate contract price of the Work to be performed on the Project Facilities; (ii) when aggregated with other Change Orders previously effected, would result in an increase or decrease in excess of $500,000 in the aggregate contract price for the Work to be performed on the Project Facilities; (iii) would reduce the number of apartment units in the Project Facilities; (iv) would materially reduce the aggregate useable square footage of the apartment units or the parking areas in the Project Facilities; (v) would change the number of one, two and three bedroom apartments in the Project Facilities; (vi) would alter the scope of the recreational facilities or ancillary facilities of the Project Facilities; (vii) would alter the number of apartment units in the Project Facilities designated for occupancy by low and moderate income tenants; (viii) makes a substitution for any material