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73495160v3 10 “Equity Account” means the account of that name created within the Project Fund pursuant to Section 4.2 of this Funding Loan Agreement. “ERISA” shall have the meaning ascribed to such term in Section 5.11 of the Borrower Loan Agreement. “ERISA Affiliate” shall have the meaning ascribed to such term in Section 5.11 of the Borrower Loan Agreement. “Event of Default” means, with respect to this Funding Loan Agreement, any of the events specified in Section 6.1 hereof, or with respect to the Borrower Loan Agreement, any of the events specified in Section 7.1 thereof. “Expenses” means the aggregate annualized operating expenses (including replacement reserves) of the Project Facilities as reasonably determined by the Controlling Person in an amount equal to the greater of: (i) the actual amount of aggregate annualized Expenses for the Testing Period prior to the determination of Stabilized NOI, provided that such actual expenses reflect normalized/stabilized operations as reasonably determined by the Controlling Person; and (ii) Underwritten Expenses. “Favorable Opinion of Tax Counsel” means an opinion of Tax Counsel, addressed to the Governmental Lender and the Funding Lender, with a copy to the Controlling Person, to the effect that a proposed action, event or circumstance (i) does not affect the exclusion from gross income of interest on the Governmental Note for federal income tax purposes, and (ii) does not affect the treatment of interest on the Governmental Note as not being an item of tax preference for purposes of the federal alternative minimum tax, which opinion may be subject to customary assumptions and exclusions. “Financing Statements” means any and all financing statements (including continuation statements) or other instruments filed or recorded to perfect the Security Interest created in this Funding Loan Agreement. “First Loan Payment Date” shall have the meaning set forth in the Schedule of Financial Terms. “First Optional Call Date” shall have the meaning set forth in the Schedule of Financial Terms. “First Principal Payment Date” shall have the meaning set forth in the Schedule of Financial Terms. “First Put Date” shall have the meaning set forth in the Schedule of Financial Terms. “Fiscal Agent” shall have the meaning given to such term in the first paragraph of this Funding Loan Agreement. “Fiscal Agent Fee” means (i) $2,500 payable on the Closing Date, and (ii) an annual fee of $2,500 payable in advance on the Closing Date, and each June thereafter in accordance with the schedule of fees provided to the Borrower. “Fiscal Year” means the annual accounting year of the Borrower, which currently begins on __________ 1 of each calendar year. “Fitch” means Fitch, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns and, if such corporation shall be dissolved or liquidated or shall no