06 120312 SA HA WASHINGTON Pl FLA - Attach 2

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Lender Notes to a Qualified Institutional Buyer as defined in Rule 144A of the Securities Act (a "QIB") or to any Affiliate which the transferor represents in writing to the Fiscal Agent is an Affiliate of the Funding Lender so long as the Funding Lender, in this instance, is itself a QIB or (ii) sell or assign the Governmental Lender Note or any participation interests in the Governmental Lender Notes to a special purpose entity, a trust or custodial arrangement, with respect to which either (A) the Funding Lender as transferor represents in writing to the Fiscal Agent that all of the beneficial owners of which are QIBs; or (B) the Funding Lender as transferor represents in writing to the Fiscal Agent that all of the interests in such trust or arrangement (other than residual interests retained by QIBs) are rated in the "A" category or higher by a Rating Agency provided, however, that a single QIB shall at all times hold a controlling interest in the residual interests and such trust or arrangement shall be controlled by the Funding Lender. There shall be no option to transfer the Governmental Lender Notes to a trust or similar arrangement pursuant to the provisions set forth in clause (ii) above where: (A) any of the interests (other than a residual interest held by a QIB) are not rated in the "A" category or higher by a Rating Agency; or (B) the transferor is a party other than the Funding Lender. ARTICLE III PREPAYMENT Section 3.1. Prepayment of a Governmental Lender Notes from Prepayment under the Related Borrower Note. Each Governmental Lender Note is subject to voluntary and mandatory prepayment as follows: (a) Each Governmental Lender Note shall be subject to voluntary prepayment in full or in part by the Governmental Lender, from funds of the Governmental Lender received by the Governmental Lender to the extent and in the manner and on any date that the related Borrower Note is subject to voluntary prepayment as set forth therein, at a prepayment price equal to the principal balance of the related Borrower Note to be prepaid, plus interest thereon to the date of prepayment and the amount of any Prepayment Premium payable under the Borrower Note, plus any Additional Borrower Payments due and payable under the Borrower Loan Agreement through the date of prepayment. The Borrower shall not have the right to voluntarily prepay all or any portion of a Borrower Note, thereby causing the related Governmental Lender Note to be prepaid, except as specifically permitted in the Borrower Note, without the prior written consent of Funding Lender, which may be withheld in Funding Lender's sole and absolute discretion. (b) Each Governmental Lender Note shall be subject to mandatory prepayment in whole or in part upon prepayment of the related Borrower Note at the direction of the Funding Lender in accordance with the terms of the related Borrower Note at a prepayment price equal to the outstanding principal balance of the related Borrower Note prepaid, plus accrued interest plus any other amounts pay able >>nriPr the related Bnrrnwer Nnte nr the Bor~'ower Loan Agreement. Section 3.2. Notice of Prepayment. Notice of prepayment of a Governmental Lender Note shall be deemed given to the extent that notice of prepayment of the related Borrower Note is timely and properly given to Funding Lender in accordance with the terms of the related Borrower Note and the Borrower Loan Agreement, and no separate notice of prepayment of the Governmental Lender Note is required to be given. C:1UsersltadlDesktoplSantaAna HA Washington Place 16 FLA.doc DRAFT 11128f 12 8:39AM