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<br />8 <br />199386222v3 <br />(i) the day on which the Borrower, the Governmental Lender, the Funding Lender or <br />any Noteowner is advised in writing by the Commissioner or any District Director of the Internal <br />Revenue Service that the interest on the Governmental Note is included in the gross income of any <br />Noteowner or former Noteowner thereof for federal income tax purposes; <br />(ii) the day on which the Borrower receives notice from the Funding Lender in writing <br />that the Funding Lender has received (1) a notice in writing by any Noteowner or former Noteowner <br />that the Internal Revenue Service has issued a statutory notice of deficiency or similar notice to <br />such Noteowner or former Noteowner that asserts in effect that the interest on the Governmental <br />Note received by such Noteowner or former Noteowner is included in the gross income of such <br />Noteowner or former Noteowner for federal income tax purposes, or (2) an opinion of Bond <br />Counsel that concludes in effect that the interest on the Governmental Note is included in the gross <br />income of any Noteowner or former Noteowner thereof for federal income tax purposes; <br />(iii) the day on which the Borrower, the Governmental Lender, the Funding Lender or <br />any Noteowner is advised in writing by the Commissioner or any District Director of the Internal <br />Revenue Service that there has been issued a public or private ruling of the Internal Revenue <br />Service or a technical advice memorandum issued by the national office of the Internal Revenue <br />Service that the interest on the Governmental Note is included in the gross income of any <br />Noteowner or former Noteowner thereof for federal income tax purposes; or <br />(iv) the day on which the Borrower, the Governmental Lender, the Funding Lender or <br />any Noteowner is advised in writing by Counsel that a final determination, from which no further <br />right of appeal exists, has been made by a court of competent jurisdiction in the United States of <br />America in a proceeding with respect to which the Borrower has been given written notice and an <br />opportunity to participate and defend that the interest on the Governmental Note is included in the <br />gross income of any Noteowner or former Noteowner thereof for federal income tax purposes; <br />provided, however, no Determination of Taxability shall occur to the extent that the interest on the <br />Governmental Note is included in the gross income of any Noteowner or former Noteowner for federal <br />income tax purposes solely because such Governmental Note was held by a Person who is a Substantial <br />User or a Related Person. <br />“Developer” means LC Developers LLC, a Minnesota limited liability company authorized to <br />conduct its business in the State, together with its successors and assigns approved by the Controlling <br />Person. <br />“Developer Fee Pledge” means the Developer Limited Guaranty, Pledge and Security Agreement <br />dated as of the date hereof from Developer in favor of the Funding Lender. <br />“Development Budget” means the budget for the implementation and completion of the <br />acquisition, construction, and equipping of the Project Facilities, initially as attached to the Borrower Loan <br />Agreement as Schedule 4, together with any modifications or amendments thereto made in accordance with <br />the Borrower Loan Agreement and with the prior written consent of the Controlling Person. <br /> “Direct Note” shall have the meaning given to such term in the recitals to this Funding Loan <br />Agreement. <br />“Direct Note Capitalized Interest Account” means the account of that name created pursuant to <br />Section 4.2 of this Funding Loan Agreement.