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Rating Category of that rating agency, then the Permitted Investment will be deemed to be rated below <br />the Highest Rating Category. For example, a Permitted Investment rated "AAA" by S&P and "Al" by <br />Moody's is not rated in the Highest Rating Category. <br />"Holder of a Majority Share" shall mean the registered owner of more than 50% of the aggregate <br />principal amount of the Governmental Lender Notes (or beneficial interests therein). <br />"Investor Letter" shall mean a letter in substantially the form attached to this Funding Loan <br />Agreement as Exhibit B, duly executed by the holder of a Governmental Lender Note and delivered to the <br />Governmental Lender and the Fiscal Agent. <br />"Maturity Date" shall mean with respect to the Government Lender Real Estate Note, January 1, <br />2045, and with respect to the Government Lender IRP Note, 1, 20_. <br />"Maximum Rate" shall mean the lesser of (i) 12% per annum and (ii) the maximum interest rate <br />that may be paid on the Funding Loan under State law. <br />66Moody'S" shall mean Moody's Investors Service, Inc., or its successor. <br />"Noteowner" or "owner of the Governmental Lender Notes" means the owner, or as applicable, <br />collectively the owners, of the Governmental Lender Notes as shown on the registration books maintained <br />by the Funding Lender pursuant to Section 2.4(d). <br />"Negative Arbitrage Deposit" has the meaning set forth in the Contingency Draw-Down <br />Agreement. <br />"Ongoing Governmental Lender Fee" shall mean the annual fee of the Governmental Lender in <br />the amount of ~ The Ongoing Governmental Lender Fee is payable in equal semiannual <br />installments in advance by the Borrower to the Governmental Lender on each June 1 and December 1, <br />commencing on the Closing Date, so long as any portion of the Funding Loan is outstanding. <br />"Opinion of Counsel" shall mean a written opinion from an attorney or firm of attorneys, <br />acceptable to the Funding Lender and the Governmental Lender with experience in the matters to be <br />covered in the opinion; provided that whenever an Opinion of Counsel is required to address the <br />exclusion of interest on the Governmental Lender Notes from gross income for purposes of federal <br />income taxation, such opinion shall be provided by Tax Counsel. <br />"Permitted Investments" shall mean, to the extent authorized by law for investment of any <br />moneys held under this Funding Loan Agreement: <br />(a) Government Obligations. <br />(b) Direct obligations of, and obligations on which the full and timely payment of principal <br />and interest is unconditionally guaranteed by, any agency or instrumentality of the United States of <br />America (other than the Federal Home Loan Mortgage Corporation) or direct obligations of the World <br />Banlc, which obligations are rated in the Highest Rating Category. <br />(c) Obligations, in each case rated in the Highest Rating Category, of (i) any state or territory <br />of the United States of America, (ii) any agency, instrumentality, authority or political subdivision of a <br />state or territory or (iii) any public benefit or municipal corporation the principal of and interest on which <br />are guaranteed by such state or political subdivision. <br />C:1tTsersltadlDesktoplSanta Ana HA Washington Place <br />FLA.doc <br />DRAFT 11/28/12 8:39AM <br />