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of record or known to the Borrower, at any time in force affecting all or part of the Project, including any
<br />that may (i) require repairs, modifications or alterations in or to all or part of the Project, or (ii) in any
<br />way limit the use and enjoyment thereof.
<br />"Liabilities" shall have the meaning set forth in Section 5.15 hereof.
<br />"Licenses" shall have the meaning set forth in Section 4.1.22 hereof.
<br />"Lien" shall mean any interest, or claim thereof, in the Project securing an obligation owed to, or
<br />a claim by, any Person other than the owner of the Project, whether such interest is based on common
<br />law, statute or contract, including the lien or security interest arising from a deed of trust, mortgage, deed
<br />to secure debt, assignment, encumbrance, pledge, security agreement, conditional sale or trust receipt or a
<br />lease, consig~rlment or bailment for security purposes. The term "Lien" shall include reservations,
<br />exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other
<br />title exceptions and encumbrances affecting the Project.
<br />"Management Agreement" shall mean the Management Agreement between the Borrower and
<br />the Manager, pursuant to which the Manager is to manage the Project, as same maybe amended, restated,
<br />replaced, supplemented or otherwise modified from time to time.
<br />"Manager" shall mean the management company to be employed by the Borrower and approved
<br />by the Funding Lender in accordance with the terms of the Security Instrument, this Borrower Loan
<br />Agreement or any of the other Borrower Loan Documents.
<br />"Material Adverse Change" means any set of circumstances or events which (a) has or could
<br />reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability
<br />of this Borrower Loan Agreement or any other Borrower Loan Document; (b) is or could reasonably be
<br />expected to be material and adverse to the business, properties, assets, financial condition, results of
<br />operations or prospects of the Borrower, General Partner, Guarantor or the Mortgaged Property; (c) could
<br />reasonably be expected to impair materially the ability of the Borrower, General Partner or Guarantor to
<br />duly and punctually pay or perform any of their respective obligations under any of the Borrower Loan
<br />Documents to which they are a party; or (d) impairs materially or could reasonably be expected to impair
<br />materially any rights of or benefits available to the Governmental Lender under this Borrower Loan
<br />Agreement or any other Borrower Loan Document, including, without limitation, the ability of
<br />Governmental Lender or, upon the assig~riment of the Borrower Loan to it, of the Funding Lender, to the
<br />extent permitted, to enforce its legal remedies pursuant to this Borrower Loan Agreement or any other
<br />Borrower Loan Document.
<br />"Moody's" shall mean Moody's Investors Service, Inc., or its successor.
<br />"Mortgaged Property" shall have the meaning given to that term in the Security Instrument.
<br />"Net Operating Income" shall mean: (i) the Gross Income, less (ii) the Expenses of the Project.
<br />"Nonpurpose Investment" shall mean any investment property (as defined in Section 148(b) of
<br />the Code) that is acquired with the Gross Proceeds of the Funding Loan and which is not acquired to carry
<br />out the governmental purpose of the Funding Loan.
<br />"Ongoing Governmental Lender Fee" shall mean the annual fee of the Goverrlrr~ental Lender in
<br />the amount of $ ,payable semiannually in advance to the Governmental Lender by
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