07 120312 SA HA WASHINGTON Pl BLA - Attach 3

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"Costs of Funding" shall mean the Goverrunental Lender's Closing Fee and the fees, costs, expenses and other charges incurred in connection with the funding of the Borrower Loan and the Funding Loan, the negotiation and preparation of this Borrower Loan Agreement and each of the other Borrower Loan Documents and Funding Loan Documents and shall include, but shall not be limited to, the following: (i) counsel fees (including but not limited to Tax Counsel, counsel to the Governmental Lender, Borrower's counsel, Fiscal Agent's counsel and Funding Lender's counsel); (ii) financial advisor fees incurred in connection with the closing of the Borrower Loan and the Funding Loan; (iii) certifying and authenticating agent fees and expenses related to funding of the Funding Loan; (iv) printing costs (for any preliminary and final offering materials relating to the Funding Loan); (v) any recording fees; (vi) any additional fees charged by the Governmental Lender or the Fiscal Agent including the fees and expenses of the Governmental Lender's financial advisor; and (vii) costs incurred in connection with the required public notices generally and costs of the public hearing. "Costs of Funding Deposit" shall mean the amount required to be deposited by the Borrower with the to pay Costs of Funding in connection with the closing of the Borrower Loan and the Funding Loan on the Closing Date. "Cost of Improvements" shall mean the costs for the Improvements, as set forth on the Cost Breakdown. "County" shall mean County of grange, California. "Credit Enhancer" shall mean a government sponsored enterprise that at any time, directly or indirectly, purchases the Borrower Loan or provides credit enhancement with respect to the Borrower Loan. "Date of Disbursement" shall mean the date of a Disbursement. "Day" or "Days" shall mean calendar days unless expressly stated to be Business Days. "Debt" shall mean, as to any Person, any of such Person's liabilities, including all indebtedness (whether recourse and nonrecourse, short term and long term, direct and contingent), all corrunitted and unfunded liabilities, and all unfunded liabilities, that would appear upon a balance sheet of such Person prepared in accordance with GAAP. "Default Rate" shall have the meaning given to that term in the Borrower Note. "Determination of Taxability" shall mean (i) a determination by the Corranissioner or any District Director of the Internal Revenue Service, (ii) a private ruling or Technical Advice Memorandum concerning the Governmental Lender Notes issued by the National Office of the Internal Revenue Service in which Governmental Lender and Borrower were afforded the opportunity to participate, (iii) a determination by any court of competent jurisdiction, (iv) the enactment of legislation or (v) receipt by the Funding Lender, at the request of the Governmental Lender, the Borrower or the Funding Lender, of an opinion of Tax Counsel, in each case to the effect that the interest on the Governmental Lender Notes is includable in gross income for federal income tax purposes of any holder or any former holder of all or a portion of the Governmental Lender Notes, other than a holder who is a "substantial user" of the Project or a "related person" (as such terms are defined in Section 147(a) of the Code); provided, however, that no such Determination of Taxability under clause (i) or (iii) shall be deemed to have occurred if the Governmental Lender (at the sole expense of the Borrower), the Funding Lender (at the sole expense of the Borrower) or the Borrower is contesting such determination, has elected to contest such determination in good faith and is proceeding with all applicable dispatch to prosecute such contest until the earliest of C:1Usersltad\DesktoplSanta Ana HA Washington Place '] BLA.doc DRAFT 11/28/12 8:41AM