06 120312 SA HA WASHINGTON Pl FLA - Attach 2

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Section 7.7. Project Fund. (a) All proceeds of the Funding Loan provided by the Funding Lender shall be deposited to the Note Proceeds Account of the Project Fund and disbursed as herein provided. The Fiscal Agent shall use moneys in the Project Fund for the acquisition, rehabilitation, development and equipping of the Project, to pay other Qualified Project Costs and to pay other costs related to the Project as provided herein. Not less than 97% of the moneys deposited in and credited to the Project Fund, and taking into account proceeds of the Funding Loan (if any} deposited in the Closing Costs Fund, representing the proceeds of the Funding Loan, including Investment Income thereon, will be expended for Qualified Project Costs (the "97% Requirement"). The amounts on deposit in the Proj ect Fund shall not be applied to the payment of Closing Costs. Before any payment shall be made from the Project Fund, the Regulatory Agreement shall have been executed and submitted to a title company for recordation in the official records of the County of ®range and there shall be filed with the Fiscal Agent a Written Requisition of the Borrower substantially in the form attached hereto as EXHIBIT C and approved by the Funding Lender pursuant to the terms, conditions and provisions of the Construction Funding Agreement, with a copy to the Governmental Lender. The Fiscal Agent shall be entitled to conclusively rely upon any Written Requisition in determining whether to disburse amounts from the Project Fund. In connection with a Written Requisition, except for a written request for amounts representing accrued interest due and payable on the Governmental Lender Notes: (1) Only the signature of an authorized officer of the Funding Lender shall be required on a Written Requisition during any period in which a default by the Borrower has occurred and is then continuing under the Borrower Loan (notice of which default has been given in writing by an authorized officer of the Funding Lender to the Fiscal Agent and the Governmental Lender, and the Fiscal Agent shall be entitled to conclusively rely on any such Written Notice as to the occurrence and continuation of such a default). (2) The Fiscal Agent shall disburse amounts in the Project Fund upon receipt of a Written Requisition signed only by the Funding Lender (and without any need for any signature by an Authorized Borrower Representative), so long as the amount to be disbursed is to be used solely to make payments of principal, interest and/or fees due under the Funding Loan Documents. (3) The Fiscal Agent may conclusively rely on all Written Requisitions, the execution of the Written Requisitions by the Authorized Borrower Representative and the approval of all Written Requisitions by the Funding Lender, as required by this Section, as conditions of payment from the Project Fund, which Written Requisitions constitute, as to the Fiscal Agent, irrevocable determinations that all conditions to payment of the specified amounts from the Project Fund have been satisfied. These r1r~~~imPnte c~hall hP rPtainPr~ h ~ t11P Fiscal A crPnt e»hiP~.t at all rPacnnahlP times to Pxaminatinn by the \.i VfrL111V11bU Ullb-~11 VV 1VVµ111Vk V~ H11V 1lUV Wl L1L.Vllb, UKVIVVY ~WV M~ii iVwi,rvaawVi'v vaaaa v vv w J Borrower, the Governmental Lender, the FundVVing Lender and the agents and representatives thereof upon reasonable notice to the Fiscal Agent. The Fiscal Agent is not required to inspect the Project or the construction work or to make any independent investigation with respect to the matters set forth in any Written Requisition or other statements, orders, certifications and approvals received by the Fiscal Agent. The Fiscal Agent is not required to obtain completion bonds, lien releases or otherwise supervise the acquisition, construction, renovation, equipping, improvement and installation of the Project. C:1Users\tadlDesktoplSantaAna HA Washington Place ZZ FLA.doc DRAFT 11/28/12 8:39A1~I