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21 199386222v3 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” means 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. “Securities Act” means the Securities Act of 1933, as amended. “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 Physical Occupancy by credit-worthy, 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 and Governmental Lender Fees payable in any month other than the month in which the Maturity Date occurs on the amount of Borrower Note and the Direct Note to be outstanding after the Stabilization Date 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 reasonably expect to constitute an Event of Default, shall have occurred and be then continuing under the Funding Loan Documents beyond any applicable cure period; (iv) the Project Facilities shall have achieved Completion and satisfied each of the Construction Closeout Deliveries; (v) the Borrower Note and/or the Direct Note has been repaid in part in an amount not less than the amount required pursuant to Section 7(c)(iii) of the Borrower Note and Section 7(c)(iii) of the Direct Note and as otherwise required to meet the requirements of clause (ii) above; and (vi) if required to be funded at Stabilization per the Schedule of Financial Terms, the Borrower shall have deposited an amount equal to the Operating Reserve Amount, or such other amount as approved by the Controlling Person, in the Operating Reserve Fund, all as determined and approved by the Controlling Person. “Stabilization Date” means the earlier to occur of: (i) the date specified by the Controlling Person that all of the conditions to achievement of Stabilization have been satisfied; or (ii) the Outside Stabilization Date, as the same may be extended pursuant to Section 6.37 of the Borrower Loan Agreement.