06 120312 SA HA WASHINGTON Pl FLA - Attach 2

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"Business Day" shall mean any day other than (i) a Saturday or a Sunday, or (ii) a day on which federally insured depository institutions in New York, New York are authorized or obligated by law, regulation, governmental decree or executive order to be closed. "Closing Date" shall mean December _, 2012, the date that initial Funding Loan proceeds are disbursed hereunder. "Code" shall mean the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Conditions to Conversion" shall have the meaning given such term in the Construction Funding Agreement. "Construction Funding Agreement" means that certain Construction Funding Agreement of even date herewith, between the Funding Lender, as agent for the Governmental Lender, and Borrower, pursuant to which the Borrower Loan will be advanced by the Funding Lender (or the Servicer on its behalfj, as agent of the Governmental Lender, to the Borrower and setting forth certain provisions relating to disbursement of the Borrower Loan during construction, insurance and other matters, as such agreement maybe amended, modified, supplemented and replaced from time to time. "Contingency Draw-Down Agreement" means the Contingency Draw-Down Agreement of even date herewith among the Funding Lender, the Fiscal Agent and the Borrower relating to possible conversion of the Funding Loan from a draw down loan to a fully funded loan, if required by the Funding Lender. "Control" shall mean, with respect to any Person, either (i) ownership directly or through other entities of more than 50% of all beneficial equity interest in such Person, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, by contract or otherwise. "Default" shall mean the occurrence of an event, which, under any Funding Loan Document, would, but for the giving of notice or passage of time, or both, be an event of default under the applicable Funding Loan Document or a Borrower Loan Agreement Default. "Draw-Down Notice" shall mean a notice described in Section 1.01 of the Contingency Draw- Down Agreement regarding the conversion of the Funding Loan from a draw down loan to a fully funded loan. "Event of Default" shall have the meaning ascribed thereto in Section 9.1 hereof. "Event of Dissolution" shall mean the dissolution of a trust or other custodial arrangement, which holds the Governmental Lender Notes or interests therein, where such dissolution results in the distribution of the assets held by the trust or custodial arrangement to the holders of the interests. "Fiscal Agent's Fees" shall mean the ongoing annual compensation and expenses of the Fiscal Agent payable annually in advance, each December 1, in an amount equal to $2,500 per annum (the first payment being made on the Closing Date). "Fitch" shall mean Fitch, Inc. C:1UsersltadlDesktoplSanta Ana HA Washington Place 4 FLA.doc DRAFT 11/28/12 8:39AM