07 120312 SA HA WASHINGTON Pl BLA - Attach 3

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"Appraisal" shall mean an appraisal of the Project and Improvements, which appraisal shall be (i) performed by a qualified appraiser licensed in the State selected by Funding Lender, and (ii) satisfactory to Funding Lender (including, without limitation, as adjusted pursuant to any internal review thereof by Funding Lender) in all respects. "Architect" shall mean any licensed architect, space planner or design professional that Borrower may engage from time to time, with the approval of Funding Lender, to design any portion of the Improvements, including the preparation of the Plans and Specifications. "Architect's Agreement" means any agreement that Borrower and any Architect from time to time may execute pursuant to which Borrower engages such Architect to design any portion of the Improvements, including the preparation of the Plans and Specifications, as approved by Funding Lender. "Authorized Borrower Representative" shall mean a person at the time designated and authorized to act on behalf of the Borrower by a written certificate furnished to the Governmental Lender, the Funding Lender, the Fiscal Agent and the Servicer and containing the specimen signature of such person and signed on behalf of the Borrower by its Borrower Controlling Entity which certificate may designate one or more alternates. "Bankruptcy Code" shall mean the United State Bankruptcy Reform Act of 1978, as amended from time to time, or any substitute or replacement legislation. "Bankruptcy Event" shall have the meaning given to that term in the Security Instrument. "Bankruptcy Proceeding" shall have the meaning set forth in Section 4.1.8 hereof. "Beneficiary Parties" shall mean, collectively, the Funding Lender, the Servicer and the Governmental Lender. "Borrower" shall have the meaning set forth in the first paragraph of this Borrower Loan Agreement. "Borrower Affiliate" means, as to the Borrower, its general partners or the Guarantor, (i) any entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of Borrower, its general partners or the Guarantor, (ii) any corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Borrower, its general partners or the Guarantor, (iii) any partner, shareholder or, if a limited liability company, member of Borrower, its general partners or the Guarantor, or (iv) any other person that is related (to the third degree of consanguinity) by blood or marriage to the Borrower, its general partners or the Guarantor (to the extent any of the Borrower, its general partners or the Guarantor is a natural person). "Borrower Controlling Entity" shall mean, if the Borrower is a partnership, any general partner or managing partner of the Borrower, or if the Borrower is a limited liability company, the manager or managing member of the Borrower, or if the Borrower is a not for profit corporation, the shareholders thereof. "Borrower Deferred Equity" shall mean the Equity Contributions to be made by the Equity Investor to Borrower pursuant to, and subject to the terms and conditions set forth in, the Partnership Agreement other than Borrower Initial Equity, in accordance with the following schedule: C:1Users\tadlDesktoplSanta Ana HA Washington Place 3 BLA.doc DRAFT 11128112 8:41 AM