06 120312 SA HA WASHINGTON Pl FLA - Attach 2

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any time authenticated hereunder, together with the name and address of the holder thereof, the date of authentication, the date of transfer or payment, and such other matters as maybe deemed appropriate by the Fiscal Agent or the Governmental Lender. The Governmental Lender, the Fiscal Agent and any agent of the Governmental Lender or the Fiscal Agent may treat the person in whose name a Governmental Lender Note is registered as the owner of the Governmental Lender Note for the purpose of receiving payment of such Governmental Lender Note and for all other purposes whatsoever whether or not the Governmental Lender Note payments are overdue, and, to the extent permitted by law, neither the Governmental Lender, the Fiscal Agent nor any such agent shall be affected by notice to the contrary. (c) The transfer of the Governmental Lender Notes is subject to registration by the holder thereof only upon compliance with the conditions for registration of transfer imposed on the holder under this Section 2.5 and under Section 2.6 hereof. Upon surrender of a Governmental Lender Note at the principal corporate trust office of the Fiscal Agent, the Governmental Lender shall execute (if necessary), and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees (but not registered in blank or to "bearer" or a similar designation), a new Governmental Lender Note of a like principal amount, and having the same stated maturity, tenor and interest rate. (d) A Governmental Lender Note delivered in exchange for or upon transfer of a Governmental Lender Note shall be a valid limited obligation of the Governmental Lender evidencing the same debt, and entitled to the same benefits under this Funding Loan Agreement, as the Governmental Lender Note surrendered for such exchange or transfer. (e) Registration of the transfer of the Governmental Lender Notes may be made on the Fiscal Agent's register by the holder thereof in person or by such holder's attorney duly authorized in writing. The Governmental Lender Notes presented or surrendered for registration of transfer or exchange shall (i) be accompanied by evidence of compliance with the provisions of Section 2.6 hereof, (ii) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in a form satisfactory to the Fiscal Agent, duly executed and with guaranty of signature of the holder thereof or his, her or its attorney duly authorized in writing and (iii) include written instructions as to the details of the transfer of the Governmental Lender Notes. (f j No service charge shall be made to the registered holder of the Governmental Lender Notes for any registration, transfer or exchange, but the Fiscal Agent and the Governmental Lender may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any transfer or exchange of the Governmental Lender Notes, and any legal or unusual costs of transfers. (g) There shall at all times be a Holder of a Majority Share except in the case of an Event of Dlssolutl0n, where such Event of Dissolution results in no Holder of a Majority Share, in which case the Holder of a 1VIaj ority Share shall appoint or confirm a Governmental Lender Noteholder Representative, which shall be the Funding Lender or an Affiliate thereof, immediately prior to the Event of Dissolution. ~nn+inr~ '~ ~ Dno~rin~'n~o n~ Trr~r•r~' r TT„lor 4-~,n ~n~~orr~mat^~t ~ T aYt~Ar l~TntPC Sara r~1-ar~ in tea Ct,11V11 b•V• 1\Ca111V1~V1W Vll 111I11a1~G1• V1111r~J t,llV VVVV111111V11La1 Lvttu~t 1~Vwo city tci~vu ttt ~itv "A" category without regard to a modifier (or the equivalent) or better by a Rating Agency, the Governmental Lender Notes or participation interests in the Governmental Lender Notes shall be sold and subsequently transferred and held only in compliance with the applicable terms of the Investor Letter set forth in Exhibit B and only to Qualified Buyers that execute and deliver to the Fiscal Agent such an Investor Letter in substantially the form attached hereto as Exhibit B. The Funding Lender shall execute and deliver such an Investor Letter in connection with its initial purchase of the Governmental Lender Notes. Notwithstanding the preceding two sentences, no Investor Letter shall be required for the Funding Lender to (i) assign the Governmental Lender Notes or any participation interests in the Governmental C:1UsersltadlDesktop\Santa Ana HA Washington Place 15 FLA.doc DRAFT 11/28/12 8:39AM