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73495160v3 8 (ii) the day on which the Borrower receives notice from the Funding Lender in writing that the Funding Lender has received (1) a notice in writing by any Noteowner or former Noteowner that the Internal Revenue Service has issued a statutory notice of deficiency or similar notice to such Noteowner or former Noteowner that asserts in effect that the interest on the Governmental Note received by such Noteowner or former Noteowner is included in the gross income of such Noteowner or former Noteowner for federal income tax purposes, or (2) an opinion of Tax Counsel that concludes in effect that the interest on the Governmental Note is included in the gross income of any Noteowner or former Noteowner thereof for federal income tax purposes; (iii) the day on which the Borrower, the Governmental Lender, the Funding Lender or any Noteowner is advised in writing by the Commissioner or any District Director of the Internal Revenue Service that there has been issued a public or private ruling of the Internal Revenue Service or a technical advice memorandum issued by the national office of the Internal Revenue Service that the interest on the Governmental Note is included in the gross income of any Noteowner or former Noteowner thereof for federal income tax purposes; or (iv) the day on which the Borrower, the Governmental Lender, the Funding Lender or any Noteowner is advised in writing by Counsel that a final determination, from which no further right of appeal exists, has been made by a court of competent jurisdiction in the United States of America in a proceeding with respect to which the Borrower has been given written notice and an opportunity to participate and defend that the interest on the Governmental Note is included in the gross income of any Noteowner or former Noteowner thereof for federal income tax purposes; provided, however, no Determination of Taxability shall occur to the extent that the interest on any of the Governmental Note is included in the gross income of any Noteowner or former Noteowner for federal income tax purposes solely because such Governmental Note was held by a Person who is a Substantial User or a Related Person. “Developer” means Reuter Walton Development LLC, a Minnesota limited liability company, authorized to conduct its business in the State, together with its successors and assigns approved by the Controlling Person. “Developer Fee Pledge” means the Developer Limited Guaranty, Pledge and Security Agreement dated as of the date hereof from Developer in favor of the Funding Lender. “Development Budget” means the budget for the implementation and completion of the acquisition, construction and equipping of the Project Facilities, initially as attached to the Borrower Loan Agreement as Schedule 4, together with any modifications or amendments thereto made in accordance with the Borrower Loan Agreement and with the prior written consent of the Controlling Person. “Draw-Down Notice” shall mean a notice described in Section 1.01 of the Contingency Draw- Down Agreement regarding the conversion of the Funding Loan from a draw down loan to a fully funded loan. “Effective Gross Revenues” of the Borrower means, for the Testing Period prior to the determination of Stabilized NOI, the annualized aggregate revenues during such period generated from all tenants and others occupying or having a right to occupy or use the Project Facilities or any portion thereof pursuant to leases, including (at the Controlling Person’s reasonable discretion, taking into account whether such income is recurring and is appropriate for a stabilized property), vending machine income, cable TV revenues, laundry service and parking income, as adjusted in the Controlling Person’s reasonable judgment for factors including but not limited to: (i) seasonal fluctuation in the rental rate in the market in which the