+------------------------------+-----------------+--------------------+
| **Firm Commitment for**      | **U.S.          |                    |
|                              | Department of   |                    |
| **Capital Advance            | Housing and     |                    |
| Financing**                  | Urban           |                    |
|                              | Development**   |                    |
|                              |                 |                    |
|                              | Office of       |                    |
|                              | Housing         |                    |
|                              |                 |                    |
|                              | Federal Housing |                    |
|                              | Commissioner    |                    |
+------------------------------+-----------------+--------------------+

Section 202 Section 811 New Construction Reconstruction Rehabilitation
Acquisition From Resolution Trust Corporation

  ------------ ------------------------ ----------------- -----------------
  Project      Project Name:                              
  Number:                                                 

  ----------   ----------                                 

  To: (Name of                                            
  Owner)                                                  

  ----------                                              

  Street                                                  
  Address:                                                

  ----------                                              

  City &                                                  
  State:                                                  

  ----------                                              
  ------------ ------------------------ ----------------- -----------------

+-----------------------------------+-----------------------------------+
| Your Request for Firm Commitment  |                                   |
| for Capital Advance Financing has |                                   |
| been reviewed pursuant to 24CFR   |                                   |
| Part 889 or Part 890 and your     |                                   |
| final plans and specifications    |                                   |
| and the Contractor/Owner\'s cost  |                                   |
| estimates have been found to be   |                                   |
| acceptable. The issuance of this  |                                   |
| Firm Commitment further denotes   |                                   |
| the reaffirmation of the          |                                   |
| conclusions reached during        |                                   |
| Conditional Commitment processing |                                   |
| except as may be modified herein. |                                   |
| Note: Where the Conditional       |                                   |
| Commitment stage has been         |                                   |
| bypassed, our attachment of forms |                                   |
| HUD-92264 and 92264-A (see        |                                   |
| Paragraph 11 below) evidences     |                                   |
| compliance with the requirements  |                                   |
| of 24 CFR Part 889 or Part 890.   |                                   |
|                                   |                                   |
| The Secretary of Housing and      |                                   |
| Urban Development (hereinafter    |                                   |
| called \"Secretary\" and/or       |                                   |
| \"HUD") will make and disburse a  |                                   |
| capital advance                   |                                   |
|                                   |                                   |
| under the provisions of Section   |                                   |
| 202 of the Housing Act of 1959,   |                                   |
| or Section 811 of the National    |                                   |
| Affordable Housing Act (NAHA),    |                                   |
| and the                           |                                   |
|                                   |                                   |
| Regulations now in effect,        |                                   |
| pursuant to a mortgage note in    |                                   |
| the amount of \$ ---------- to be |                                   |
| secured by a mortgage             |                                   |
|                                   |                                   |
| or deed of trust on the property  |                                   |
| located at ---------- and         |                                   |
| consisting                        |                                   |
|                                   |                                   |
| of approximately ----------       |                                   |
| square feet. Estimated project    |                                   |
| development cost (based on the    |                                   |
| replacement cost minus grants/    |                                   |
|                                   |                                   |
| loans for replacement cost items, |                                   |
| excess unusual land improvements, |                                   |
| cost of ineligible amenities,     |                                   |
| value of leased fee and unpaid    |                                   |
| special                           |                                   |
|                                   |                                   |
| assessments) is ----------. The   |                                   |
| capital advance will be subject   |                                   |
| to compliance with the            |                                   |
| requirements of the Regulations,  |                                   |
|                                   |                                   |
| the Regulatory Agreement, form    |                                   |
| HUD‑92466‑CA, the Use Agreement,  |                                   |
| form HUD-90163-CA, and the terms  |                                   |
| and conditions set forth below.   |                                   |
|                                   |                                   |
| The capital advance amount,       |                                   |
| however, is subject to reduction  |                                   |
| at final closing as provided in   |                                   |
| the Regulations.                  |                                   |
+-----------------------------------+-----------------------------------+
| > 1\. The mortgage note shall     | > after the date hereof, shall be |
| > bear no interest and shall be   | > explained in writing or in a    |
| > repayable only if the           | > supplementary application, if   |
| > above-described project does    | > required by HUD, prior to       |
| > not remain available for very   | > initial closing. Any such       |
| > low-income eligible             | > change occurring subsequent to  |
| > individuals/families as         | > initial closing may be effected |
| > approved by HUD for no less     | > only with the prior written     |
| > than 40 years. In no event may  | > approval of HUD. The approval   |
| > the capital advance be repaid   | > of any change may be subject to |
| > without the permission of HUD.  | > such conditions and             |
|                                   | > qualifications as may be        |
| 2\. A project shall be            | > prescribed by HUD.              |
| constructed on the mortgaged      |                                   |
| property in accordance with       | 4\. Approval of advances in       |
| Drawings and Specifications filed | accordance with the Capital       |
| with HUD and designated as        | Advance Agreement must be         |
| ----------,                       | obtained on form HUD-92403-CA     |
|                                   | prior to the date of each         |
| > Project No. ----------          | advance. A Contractor\'s          |
| >                                 | Certification concern-ing Labor   |
| > dated ----------.               | Standards and Prevailing Wage     |
| >                                 | Requirements (if required) on the |
| > The Drawings and                | back of form HUD-92448 will be    |
| > Specifications, which include   | riled with the request for        |
| > \"General Con-ditions of the    | approval of each advance which    |
| > Contract for Construction\"     | includes a payment for            |
| > (AIA Document A20 1), as        | construction costs.               |
| > amended, and \"Supplementary    |                                   |
| > Conditions of the Contract for  | 5\. During the course of          |
| > Construction, "form HUD-2554,   | construction, HUD representatives |
| > as amended, shall be identified | shall at all times have access to |
| > in a manner acceptable to HUD   | the property and the right to     |
| > by the following parties or     | inspect the progress of           |
| > their authorized agents: Owner, | construction. The inspection of   |
| > Design Architect, Architect     | construction by HUD               |
| > admini-stering the Construction | representatives shall be solely   |
| > Contract, Contractor, and the   | for the benefit and protection of |
| > Contractor\'s Surety.           | 14UD and no other party.          |
| >                                 |                                   |
| > 3\. Any change in the Drawings  | > 6\. At least 15 working days    |
| > and Specifications or in the    | > prior to the anticipated date   |
| > condi-tions upon which this     | > for initial closing, two draft  |
| > commitment is based, which may  | > copies (executed where noted)   |
| > occur                           | > of each of the                  |
+-----------------------------------+-----------------------------------+

form HUD-92432-CA (8/92)

Page 1 of 3 ref Handbooks 4571.4 and 4571.5

+-----------------------------------+-----------------------------------+
| following documents and exhibits  | > 1\. Escrow Agreement for        |
| shall be submitted to HUD. After  | > Off-Site Facilities,            |
| review, the place and date of the | > HUD-90170-CA, in the Amount of  |
| initial closing will be           | > \$ ----------                   |
| designated, at which time the     | >                                 |
| following documents and exhibits  | > to be funded by cash deposit or |
| in final form shall be delivered  | > letter of credit. (In lieu      |
| to HUD for approval:              | > thereof, an Off-Site Bond, form |
|                                   | > HUD-90177-CA may be provided.)  |
| a\. The Owner\'s organization     | >                                 |
| documents, e.g.., Certificate of  | > m\. Assurance that adequate     |
| Incorporation and By-Laws, as     | > sewer, water, gas and electric  |
| required by applicable State or   | > facilities will be fully        |
| local laws (see form              | > installed prior to completion   |
| HUD-91732-A-CA), Incumbency       | > of the project and that         |
| Certificate, including evidence   | > necessary public streets,       |
| of good standing.                 | > sidewalks and curbing outside   |
|                                   | > the project site, if not yet    |
| b\. The Regulatory Agreement      | > constructed, will be fully      |
| which will regulate the Owner\'s  | > completed within a reasonable   |
| operation of the project (form    | > time after completion of the    |
| HUD-92466-CA). Such instrument    | > project.                        |
| shall provide, among other        | >                                 |
| things, for the establishment of  | > n\. The Owner\'s Internal       |
| a Reserve Fund for Replacements   | > Revenue Service tax exemption   |
| under the control of HUD by       | > ruling under Section 501(c)(3)  |
| payment of                        | > or (4) of the Internal Revenue  |
|                                   | > Code.                           |
| \$ ---------- per annum.          | >                                 |
|                                   | > o\. The Owner\'s Certificate,   |
| c\. Resolution by Owner\'s Board  | > HUD-2433-CA, certifying to the  |
| authorizing execution of Use      | > priority of the mortgage and to |
| Agreement, Note, Mortgage,        | > other matters set forth         |
| Capital Advance Agreement,        | > therein.                        |
| Regulatory Agreement, Incumbency  | >                                 |
| Certificate and updating conflict | > p\. The Owner\'s Attorney\'s    |
| of interest certifications and    | > Closing Opinion as to legal     |
| other closing documents.          | > status of the Owner, building   |
|                                   | > permit and compliance with      |
| d\. Lease in conformance with     | > zoning laws and requirements    |
| Lease Addendum (if mortgage is on | > (form HUD-90166-CA).            |
| a leasehold).                     | >                                 |
|                                   | > q\. Evidence that the Owner has |
| e\. Title evidence in conformity  | > deposited with the depository   |
| with the Regulations which shall  | > the following sums to be        |
| show that title to the property   | > applied to its following items: |
| on the date of initial closing is | >                                 |
| vested in the Owner free of all   | > \(1\) A minimum capital         |
| encumbrances other than the       | > investment of \$ ----------     |
| mortgage and free of all          | > representing one-half of one    |
| reservations of title (either     | > percent of the total HUD        |
| junior or prior to said           | > approved capital advance (not   |
| mortgage), except such as are     | > to exceed \$10,000 for Section  |
| specifically determined to be     | > 8ll projects or \$25,000 for    |
| acceptable by HUD. If such title  | > Section 202 projects), to be    |
| evidence is in the form of a tide | > escrowed with HUD or its        |
| insurance policy, it shall by its | > designee at initial closing.    |
| terms inure to the benefit of the | >                                 |
| Secretary of Housing and Urban    | > \(2\) Funds, if any, required   |
| Development.                      | > over and above the capital      |
|                                   | > advance proceeds for completion |
| f\. Evidence of zoning compliance | > of the project: \$ ----------.  |
| and building permits issued by    | > This sum represents the         |
| legally constituted authorities.  | > difference between HUD\'s       |
|                                   | > estimate of the total cash      |
| g\. The survey of the mortgaged   | > required for completion of the  |
| property (dated no more than 90   | > project and the approved        |
| days before initial closing),     | > capital advance amount.         |
| together with the Surveyor\'s     | >                                 |
| Certificate, HUD-92457, (dated    | > \(3\) Funds in the amount of \$ |
| within 30 days of initial         | > ---------- to meet the expenses |
| closing), showing that there are  | > of the project from the date of |
| no easements or encroachments     | > initial occupancy until         |
| upon the subject property except  | > ---------- months after the     |
| those acceptable to HUD.          | > date of final closing as HUD    |
|                                   | > estimates are necessary, (form  |
| h\. Mortgage or Deed of Trust     | > HUD-90168).                     |
| (using form HUD90165CA as a       | >                                 |
| guide) and a Mortgage Note,       | > r\. FHEO Assurance of           |
| HUD93432CA, to ensure HUD\'s      | > Compliance with                 |
| interest in the capital advance.  | > nondiscrimination and equal     |
|                                   | > opportunity requirements.       |
| i\. The Construction Contract,    | > (Appendix 23 of Handbook 4571.2 |
| HUD92442CA. for competitively-bid | > (Section 811) and 4571.3        |
| contracts (or HUD-92442A-CA for   | > (Section 202).                  |
| negotiated contracts) between the | >                                 |
| Owner and the General Contractor  | > s\. Evidence that the Owner has |
| whereunder the project is to be   | > obtained the required property  |
| built (Contractor's and/or        | > insurance coverage (see form    |
| Mortgagor\'s Cost Breakdown,      | > HUD-92329).                     |
| HUD-2328, shall be attached, if   | >                                 |
| applicable.)                      | > t\. Blanket Fidelity Bond       |
|                                   | > covering all the Owner's        |
| j\. The Assurance of Completion   | > officers and employees,         |
| of the project in the form of:    | > including noncompensated        |
|                                   | > officers, during the            |
| > \(1\) Separate performance      | > construction period, unless a   |
| > (FHA-2452) and payment          | > title company is handling all   |
| > (HUD-92452-A) bonds, each in    | > disbursements on behalf of the  |
| > the amount of 100% of the       | > Owner.                          |
| > amount of the HUD-estimated     | >                                 |
| > construction or rehabilitation  | > u\. The Agreement to Enter Into |
| > , or a 100% performance-payment | > a Project Rental Assistance     |
| > bond (HUD-92452-CA); or         | > Contract (forms HUD-90172-A-CA  |
| >                                 | > and HUD-90172-B-CA). (To be     |
| > \(2\) Cash escrow (25% of the   | > prepared by HUD)                |
| > estimated HUD construction or   | >                                 |
| > rehabilitation cost) using the  | > v\. Use Agreement (form         |
| > Completion Assurance Agreement, | > HUD-90163-CA).                  |
| > HUD-92450-CA. All percentages   | >                                 |
| > relate to total construction,   | > w\. The Capital Advance         |
| > reconstruction or               | > Agreement, HUD-90167-CA,        |
| > rehabilitation cost of the      | > governing advances of the       |
| > housing and related facilities. | > capital advance proceeds.       |
|                                   | > (Executed copies rather than    |
| k.  The Owner-Architect           | > draft copies of form            |
|     Agreement, AIA Form B- 181,   | > HUD-90167-CA should be          |
|     with HUD Amendment.           | > submitted to facilitate initial |
|                                   | > disbursement.) This instrument, |
|                                   | > prepared by HUD, is attached    |
|                                   | > for execution.                  |
|                                   | >                                 |
|                                   | > x\. Agreement and Certification |
|                                   | > (form HUD-93566-CA).            |
|                                   | >                                 |
|                                   | > y\. Direct Deposit Sign-Up      |
|                                   | > Form, SF1199A (executed). The   |
|                                   | > designated depository must be   |
|                                   | > insured by the Federal Deposit  |
|                                   | > Insurance Corporation, Savings  |
|                                   | > Association Insurance Fund, or  |
+-----------------------------------+-----------------------------------+

form HUD-92432-CA (8/92)

Page 2 of 3 ref Handbooks 4571.4 and 4571.5

+-----------------------------------+-----------------------------------+
| the National Credit Union Share   | who has not filed a certificate   |
| Insurance Fund.                   | with HUD fully disclosing his/her |
|                                   | previous participation in FHA     |
| z\. Owner\'s executed initial     | mortgage insurance and other HUD  |
| requisition for advance for       | housing programs, shall file such |
| capital advance funds (form       | certificate on the form           |
| HUD-92403-CA).                    | prescribed for HUD approval.      |
|                                   |                                   |
| > aa. All other applicable        | > 9\. All certificates, documents |
| > documents (as noted below).     | > and agreements called for by    |
|                                   | > this commitment, shall be on    |
| 7\. If under the laws of the      | > forms approved or prescribed by |
| jurisdiction in which the project | > HUD and shall be completed,     |
| is located, the personal property | > executed and filed in the       |
| of the Owner, which is used in    | > number of copies and in such    |
| the operation of the project, is  | > manner as prescribed by HUD.    |
| not covered by and subject to the |                                   |
| real estate mortgage, the Owner   | 10\. This commitment shall        |
| shall provide prior to the final  | terminate 60 days from the date   |
| closing, a Security Agreement and | hereof unless renewed or extended |
| a Financing Statement (UCC- 1) or | by HUD. Prior to any renewal or   |
| such other security instrument as | extension of this commitment, HUD |
| may be necessary to effect a      | may, at its option, reexam­ine the |
| first lien on such personal       | commitment to determine whether   |
| property in favor of HUD.         | it shall be extended in the same  |
|                                   | amount, or shall be amended to    |
| 8\. Any change in the sponsorship | include a lesser amount.          |
| upon which this commitment is     |                                   |
| predicated must be requested in   | 11\. The following documents are  |
| writing by the Owner on behalf of | attached and incorporated herein: |
| any proposed substitute sponsor,  |                                   |
| and such request must be approved | > \(a\) Rental Housing Program    |
| in writing by HUD. Any sponsor or | > Income Analysis and Appraisal,  |
| principal (includ­ing the          | > HUD-92264.                      |
| principals of any parent entity   | >                                 |
| of such sponsor or principal),    | > \(b\) Supplement to Analysis,   |
| who is now or who may later       | > HUD-92264-A.                    |
| become involved in this project   |                                   |
| byway of financial interest,      | Special conditions set forth      |
| employment or otherwise,          | below or attached hereto and      |
|                                   | identified as additional numbered |
|                                   | paragraphs are made a part        |
|                                   | hereof.                           |
+-----------------------------------+-----------------------------------+

m

**Secretary of Housing and Urban Development**

  ---------------------------------------------------- ------------------
  By (Authorized Agent)                                Dated

  ---------------------------------------------------- ------------------

form HUD-92432-CA (8/92)

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