06 120312 SA HA WASHINGTON Pl FLA - Attach 2

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the Regulatory Agreement, to receive the Rebate Amount under Section 2.5 of the Borrower Loan Agreement, its rights of access under Section 5.17 of the Borrower Loan Agreement, its right to activate defaults and remedies under Article IX hereof, and to the extent not included above, the rights specifically reserved by the Governmental Lender under this Funding Loan Agreement. "Written Certificate " "Written Certification "Written Consent " "Written Direction " "Written > > Notice," "Written Order," "Written Registration," "Written Request," and "Written Requisition" shall mean a written certificate, direction, notice, order or requisition signed by an Authorized Borrower Representative, an Authorized Governmental Lender Representative or an authorized representative of the Funding Lender and delivered to the Funding Lender, the Servicer or such other Person as required under the Funding Loan Documents. "Yield" shall mean yield as defined in Section 148(h) of the Code and any regulations promulgated thereunder. Section 1.2. Effect of Headings and Table of Contents. The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof. Section 1.3. Date of Funding Loan Agreement. The date of this Funding Loan Agreement is intended as and for a date for the convenient identification of this Funding Loan Agreement and is not intended to indicate that this Funding Loan Agreement was executed and delivered on said date. Section 1.4. Designation of Time for Performance. Except as otherwise expressly provided herein, any reference in this Funding Loan Agreement to the time of day shall mean the time of day in the city where the Funding Lender maintains its place of business for the performance of its obligations under this Funding Loan Agreement. Section 1.5. Interpretation. The parties hereto acknowledge that each of them and their respective counsel have participated in the drafting and revision of this Funding Loan Agreement. Accordingly, the parties agree that any rule of construction that disfavors the drafting party shall not apply in the interpretation of this Funding Loan Agreement or any amendment or supplement or exhibit hereto. ARTICLE II TERMS; GOVE~ENTAL LENDER NOTE Section 2.1. Terms. (a) Principal Amount. The total principal amount of the Funding Loan is hereby expressly limited to the Authorized Amount. (b) Draw-Down Funding. The Funding Loan is originated on a draw-down basis. The proceeds of the Funding Loan shall be advanced by the Funding Lender directly to the Fiscal Agent for the account of the Governmental Lender as and when needed to make each advance in accordance with the disbursement provisions of the Borrower Loan Agreement and the Construction Funding Agreement. Upon each advance of principal under the Borrower Loan Agreement and the Construction Funding Agreement, a like amount of the Funding Loan shall be deemed concurrently and simultaneously advanced under this Funding Loan Agreement, including the initial advance of $ .Borrower Loan advances and Funding Loan advances shall be allocated first to the Multifamily IRP Note and the related Governmental Lender IRP Note and, once the foregoing Notes have been fully funded, then to the C:1UsersltadlDesktoplSantaRna HA Washington Place 12 FLA.doc DRAFT 11/28/12 8:39AM