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135242345v3 7 subcontractor), “Cost,” “Costs” or “Costs of the Project” shall include only (A) the actual out-of-pocket costs incurred by Borrower or such affiliate in developing or constructing the Project (or any portion thereof), (B) any reasonable fees for supervisory services actually rendered by Borrower or such affiliate (but excluding any profit component) and (C) any overhead expenses incurred by Borrower or such affiliate which are directly attributable to the work performed on the Project, and shall not include, for example, intercompany profits resulting from members of an affiliated group (within the meaning of Section 1504 of the Code) participating in the acquisition, construction or development of the Project or payments received by such affiliate due to early completion of the Project (or any portion thereof). “Costs of Issuance Fund” means the Costs of Issuance Fund established by Fiscal Agent pursuant to Section 4.01 hereof. “Costs of Issuance” means, as applicable, (a) the fees (excluding ongoing fees), costs and expenses of (i) Governmental Lender, Governmental Lender’s counsel and Governmental Lender’s financial advisor, (ii) Bond Counsel, (iii) Fiscal Agent and Fiscal Agent’s counsel, (iv) Initial Funding Lender and Initial Funding Lender’s counsel, (v) Seller/Servicer and Seller/Servicer’s counsel, (vi) Freddie Mac and Freddie Mac’s counsel, and (vii) Borrower’s counsel attributable to the funding of the Loans and Borrower’s financial advisor, if any, and (b) all other fees, costs and expenses directly associated with the Funding Loan and the Project Loan, including, without limitation, printing costs, costs of reproducing documents, filing and recording fees. “Costs of Issuance Deposit” means the deposit to be made by Borrower with Fiscal Agent on the Delivery Date, which deposit shall equal $[________] and shall be comprised of sources other than the proceeds of the Project Loan. “Cure Amount” is defined in Section 6.02 hereof. “Default Rate” means the lower of (a) during the Construction Phase, the “Default Rate” as defined in the Project Note, and during the Permanent Phase, the Permanent Phase Interest Rate, otherwise in effect notwithstanding the default plus four percent (4%) per annum or (b) the Maximum Interest Rate. “Delivery Date” means the date identified as “Delivery Date” in the Recitals of this Funding Loan Agreement, which is the date of funding of the initial advance of the Funding Loan and the delivery of the Governmental Note by Governmental Lender to Initial Funding Lender. “Determination of Taxability” means, (a) a determination by the Commissioner or any District Director of the Internal Revenue Service, (b) a private ruling or Technical Advice Memorandum issued by the National Office of the Internal Revenue Service in which Governmental Lender and Borrower were afforded the opportunity to participate, (c) a determination by any court of competent jurisdiction, (d) the enactment of legislation or (e) receipt by Fiscal Agent or Funding Lender Representative, at the request of Governmental Lender, Borrower, Fiscal Agent or Funding Lender Representative, of an opinion of Bond Counsel, in each case to the effect that the interest on the Governmental Note is includable in the gross income for