06 120312 SA HA WASHINGTON Pl FLA - Attach 2

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"Funding Lender" shall mean Citibank N.A., a national banking association, and any successor under this Funding Loan Agreement and the Borrower Loan Documents. "Funding Loan Agreement" shall mean this Funding Loan Agreement, of even date herewith, by and among the Funding Lender, the Governmental Lender and the Fiscal Agent, as it may from time to time be supplemented, modified or amended by one or more indentures or other instruments supplemental thereto entered into pursuant to the applicable provisions thereof. "Funding Loan Documents" shall mean (i) this Funding Loan Agreement, (ii) the Borrower Loan Agreement, (iii) the Regulatory Agreement, (iv) the Tax Certificate, (v) the Borrower Loan Documents, (vi} all other documents evidencing, securing, governing or otherwise pertaining to the Funding Loan, and (vii) all amendments, modifications, renewals and substitutions of any of the foregoing. "Government Obligations" shall mean noncallable, nonprepayable (i) direct, general obligations of the United States of America, or (ii} any obligations unconditionally guaranteed as to the full and timely payment of all amounts due thereunder by the full faith and credit of the United States of America (including obligations held in book entry form), but specifically excluding any mutual funds or unit investment trusts invested in such obligations. "Governmental Lender" shall mean the Housing Authority of the City of Santa Ana, and its successors and assigns. "Governmental Lender Noteholder Representative" shall mean the Person or Persons who are designated by the Holders of a Maj ority Share to act as provided below. Citibank, N.A. shall be the initial Governmental Lender Noteholder Representative. The Governmental Lender Noteholder Representative may appoint a third party to act as its representative in certain capacities, provided it does so in writing and provides such written designation to the Fiscal Agent and the Governmental Lender. The Governmental Lender Noteholder Representative shall have the authority to bind the owners of the Governmental Lender Note for all purposes hereunder and under each of the other Funding Loan Documents. The Fiscal Agent and the Governmental Lender shall be entitled to rely upon the acts of any such Governmental Lender Noteholder Representative as binding upon the Governmental Lender Noteholder Representative and the owners of the Governmental Lender Note. "Governmental Lender Notes" shall mean the Governmental Lender Notes described in the recitals of this Funding Loan Agreement. "Highest Rating Category" shall mean, with respect to a Permitted Investment, that the Permitted Investment is rated by each Rating Agency in the highest rating category given by that Rating Agency for that general category of security. If at any time the Governmental Lender Notes are not rated (and, consequently, there is no Rating Agency), then the term "Highest Rating Category" means, with respect to a Permitted Investment, that the Permitted Investment is rated by S&P or Moody's in the highest rating given by that rating agency for that general category of security. By way of example, the Highest Rating Category for tax exempt municipal debt established by S~,P is "A 1+" for debt with a term of one year or less and "AA.A" for a term greater than one year, with corresponding ratings by Moody's of "MIG 1" (for fixed rate) or "VMIG 1" (for variable rate) for three months or less and "Aaa" for greater than three months. If at any time (i) the Governmental Lender Notes are not rated, (ii) both S&P and Moody's rate a Permitted Investment and (iii) one of those ratings is below the Highest Rating Category, then such Permitted Investment will, nevertheless, be deemed to be rated in the Highest Rating Category if the lower rating is no more than one rating category below the highest rating category of that rating agency, For example, a Permitted Investment rated "AAA" by S&P and "Aa3" by Moody's is rated in the Highest Rating Category. If, however, the lower rating is more than one full rating category below the Highest C:1Usersltad\DesktoplSantaRna HA Washington Place 5 FLA.doc DRAFT 1 ll2$/12 8:39AM