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<br />3
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<br /> “Claims” shall mean claims, liabilities, damages, injuries, losses, liens, costs, and/or
<br />expenses (including, without limitation, reasonable attorneys’ fees); provided that in no event shall
<br />Claims include consequential or punitive damages.
<br /> “Closing” shall mean the closing with respect to the Bonds which shall not be earlier than
<br />the closing for the Project Loan.
<br />“Closing Date” shall mean the date of the Closing.
<br /> “Completion Date” shall mean any date not being later than December 31, 2028.
<br /> “Common Council” means the Common Council of the City.
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<br />“Cure Period” shall mean a period of: (a) ten (10) days after written notice of such default
<br />in the case of any monetary default; and (b) thirty (30) days after a party failing to perform or
<br />observe any other term or condition of this Agreement to be performed or observed by it receives
<br />written notice specifying the nature of the default; provided that, if such default is of such a nature
<br />that it cannot be remedied within thirty (30) days, despite reasonably diligent efforts, then the thirty
<br />(30) day cure period shall be extended as may be reasonably necessary for the defaulting party to
<br />remedy the default, so long as the defaulting party: (i) commences to cure the default within the
<br />thirty (30) day period; and (ii) diligently pursues such cure to completion; provided that in no event
<br />shall a Cure Period extend more than one hundred eight (180) days. Notwithstanding the
<br />foregoing, a Cure Period shall not be applicable to a default under an Ancillary Agreement, which
<br />shall be subject to any specific cure periods for such defaults expressly set forth in such Ancillary
<br />Agreement.
<br />“Execution Date” shall mean the date set forth in the first paragraph of this Agreement.
<br />“Executive Director” shall have the meaning set forth in Section 4.03.
<br />“Issuance Costs” shall mean reasonable costs, fees and expenses incurred or to be incurred
<br />by the City in connection with the issuance and sale of the Bonds, including placement or other
<br />financing fees (including applicable counsel fees), attorney’s fees, financial advisor fees,
<br />professional fees, the fees and disbursements of Bond Counsel, fees of the City’s municipal or
<br />financial advisor, the acceptance fee of a trustee, if any, and the first year of the trustee’s fees or
<br />alternatively the lump sum fee for the services of a trustee during the term of the Bonds, application
<br />fees and expenses, publication costs, the filing and recording fees in connection with any filings
<br />or recording necessary under a Trust Indenture, if any, or to perfect the lien thereof, the out-of-
<br />pocket costs of the City, the costs of preparing or printing the Bonds and the documentation
<br />supporting the issuance of the Bonds, the costs of reproducing documents, and any other costs of
<br />a similar nature reasonably incurred in connection with the issuance and delivery of the Bonds,
<br />this Agreement or the Ancillary Agreements, but shall not include any of the foregoing costs, fees
<br />and expenses incurred or to be incurred by the Company.
<br /> “Laws” shall mean all applicable laws, statutes, and/or ordinances, and any applicable
<br />governmental or judicial rules, regulations, guidelines, judgments, orders, and/or decrees,
<br />including without limitation, the Act and the Redevelopment Act.
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