Commitment Agreement Letter

LOAN COMMITMENT AGREEMENT

Date:

Attention:

Re: LOAN COMMITMENT AGREEMENT

Dear Sir:

Pursuant to our discussions concerning the refinancing of your real estate related debt now held by ("Lender") secured in part by that certain Deed of Trust in favor of Lender on file and of record in Deed of Trust Book at Page in the office of the Chancery Clerk of County, , the Executive Committee of has approved a First Mortgage Loan to , a Limited Liability Partnership (hereinafter to as "Borrower") subject to the following terms and conditions:

The Loan shall be evidenced by a Promissory Note and/or Loan Documents which shall contain the terms herein stated and which shall be payable to the order of Lender in monthly installments with each monthly payment applied first on interest then due and the remainder on principal:

Principal Sum: ($ )

Closing Date: The closing of the Loan shall take place on or before .

Term: ( ) years.

Annual Interest Rate: The interest rate on the unpaid principal balance of said Note shall be Percent ( %) per annum.

Repayment: Principal and interest shall be due and payable at or at such other place as the Lender may designate, in ( ) consecutive monthly installments of ($ ) on the day of each month beginning on the first day of , , and one final balloon payment of ($ ), which balloon payment shall be due and payable on . The monthly principal and interest payments shall be based on a ( ) year amortization. Each monthly installment shall be applied first to interest then due, and the remainder to principal.

Prepayment: Prepayments on the principal in addition to the regular monthly installments on any installment date may be made by Borrower paying a Percent ( %) prepayment penalty on such excess payments during the first year of this Loan, which prepayment penalty shall be reduced thereafter at the rate of Percent ( %) per year.

Escrow: Upon receipt of written notice from Lender, Borrower shall also make monthly deposits with Lender in a non-interest bearing account, together with, and in addition to, interest and principal, of a sum equal to (fraction) of the yearly taxes and assessments which may be levied against the premises, and (fraction) of the yearly premiums for hazard insurance thereon.

Late Charge: The Note will provide that if any payment of principal and interest, or principal and interest combined, shall remain overdue for a period of ( ) days after the same becomes due and payable hereunder, Borrower shall pay to Lender a late charge of Percent ( %) of the overdue amount.

Lender's Right to Accelerate: The Loan Documents shall provide that Lender shall have the right, at its option, to declare the entire Loan, regardless of the maturity date specified in any note or agreement evidencing the same, immediately due and payable if Borrower sells, enters into a contract of sale, conveys, further encumbers or alienates said property or any part thereof, or suffers his title or any interest therein to be divested or encumbered, whether voluntarily or involuntarily, or leases with an option to purchase, or changes or permits to be changed the character or use of said property, or drills or extracts or enters into a lease for the drilling for, or extracting of, oil, gas or other hydrocarbon substances or any mineral of any kind or character on said property.

If the maturity date is accelerated due to the sale of the Real Property securing the Loan, Borrower agrees to use as much of the proceeds of any such sale as necessary to pay the remaining principal and interest due on the Note, as well as any other sums due pursuant to the Loan Documents, and Borrower shall grant a security interest in such proceeds to Lender in the appropriate Loan Document(s).

Security: The Note shall be secured by a First Deed of Trust of even date therewith on real property, including without limitation all buildings, improvements and fixtures, now or hereafter located thereon (hereafter "Security Property") situated on all of , as shown on the Official Map of the City of , Edition.

The Note shall be further secured by an assignment of Borrower's interest in all leases ("Assignment of Leases") and rents affecting the Security Property and by a Security Agreement covering all of Borrower's right, title and interest in property personal in nature located on the Security Property as Lender deems to be necessary in connection with this Loan transaction.

Title Insurance: Lender is to be furnished a policy of title insurance, containing such endorsements or affirmative coverage as Lender may require, written by a title insurance company acceptable to Lender, with liability equal to the amount of the Loan, and insuring Lender's mortgage to be a first lien subject only to such exceptions and conditions of title as Lender approves in writing prior to the funding of this Loan and recordation of Lender's Deed of Trust.

Survey: No survey will be required.

Hazard Insurance: The Deed of Trust shall contain a provision obligating Borrower to maintain hazard insurance (with extended coverage endorsement including malicious mischief and vandalism), flood insurance (in the event flood insurance shall be required for the Security Property under the United States Flood Disaster Protection Act of 1973 or any subsequent law then in effect), comprehensive public liability insurance, and such other insurance coverage as Lender may from time to time reasonably deem necessary.

Hazard insurance shall cover the improvements and personal property, if any, on the Security Property in an amount not less than the full insurable replacement value thereof, and all insurance required hereunder shall be issued by an insurance company or companies satisfactory to Lender.

All insurance policies are to be deposited with Lender, and each policy is to contain a Mortgagee Clause acceptable to Lender in Lender's favor as first mortgagee.

Blanket insurance shall be acceptable provided Lender is furnished certified copies of such policies together with satisfactory evidence that the insurance is in force.

Should coinsurance or average clause be included, Lender may require a stipulated value endorsement.

Leases: Borrower will deposit with Lender Borrower's copies of all leases affecting the Security Property, together with any amendments thereto. Such leases must be acceptable to Lender or be made acceptable to Lender, both as to form and content. Lender will be provided with satisfactory evidence that the leases are in full force and effect at the time of closing.

Form of Loan Documents: All Loan Documents used in this transaction shall be on forms prescribed or approved by Lender, and the Loan shall in every particular conform to the standard practices of Lender's Investment Department and be acceptable to Lender's counsel. The term "Loan Documents" shall be defined as any and all documents evidencing, securing, or related to the Loan.

Appraisal: Lender has received any necessary appraisals of the Security Property.

Closing Costs: Borrower shall pay all costs, fees and charges of every kind in connection with this Loan transaction including, without limitation, Lender's attorneys fees, the cost of obtaining, preparing and furnishing to Lender all documents herein mentioned, surveys and title reports, the premium for title insurance, the fees for recording and filing documents, escrow fees, and any tax or fees required to be paid at the time of recording the Loan Documents (but only to the extent permitted by law).

Hazardous Substances: In said Loan Documents Borrower shall agree to protect and preserve the Security Property, and with respect to said property not to (I) use or permit the use of the property as a land fill or dump, (ii) store or bury or permit the storage or burying of any hazardous substances which require the issuance of a permit by the Environmental Protection Agency or any state or local agency governing the issuance of hazardous substances permits for disposal sites, or (iii) request or permit a change in zoning or land use classification except to the extent such zoning or land use change is for commercial use.

Borrower shall further agree, at his sole cost and expense, to comply with all federal, state and local laws, rules, regulations and orders with respect to the discharge and removal of hazardous substances, pay immediately when due the cost of removal of any such substances, and keep the Security Property free of any lien imposed pursuant to such laws, rules, regulations and orders.

Borrower shall agree to indemnify Lender and hold Lender harmless from and against all loss, cost, damage and expense (including, without limitation, attorney's fees and costs incurred in the investigation, defense and settlement of claims) that Lender may incur as a result of or in connection with the assertion against Lender or any claim relating to the presence or removal of any hazardous substances, referred to in this paragraph, or compliance with any federal, state or local laws, rules, regulations or orders relating thereto.

As used in this paragraph, the term "hazardous substances" shall mean all hazardous and toxic substances, wastes or materials, any pollutants or contaminants (including asbestos and raw materials which include hazardous constituents), or any other similar substances, or materials which are included under or regulated by any local, state or federal law, rule or regulation pertaining to environmental regulation, contamination or clean-up, including the Comprehensive Environmental Response, Compensation, and Liability Act as amended, and the Resource Conservation and Recovery Act as amended, and/or any state lien or state superlien or environmental clean-up statutes.

Preservation and Maintenance of Security: During the term of the Loan and any extensions thereof, Borrower will keep the Security Property in good condition and repair at his expense and will not damage or demolish any part or do any act by which the value of said Property will be impaired.

It is further agreed that Borrower will commit no waste on the Property, and that, in the event the Borrower fails to keep the Security Property in as good state of repair as it now is, the Lender shall have the right at its option to make any needed repairs, betterments, or improvements, and that any expenditure for such purpose will be a legitimate indebtedness against the Borrower and against the Security Property, and the cost of any such repairs, betterments, or improvements will become a part of the debt secured by the Deed of Trust.

Borrower agrees not to abandon said Security Property, and that a breach of this condition shall cause the entire indebtedness secured by Security Property to become due and payable at the option of the said Lender or its assigns.

Loan the Personal Obligation of Borrower: Borrower understands and agrees that the Loan shall be a personal obligation of Borrower, which obligation shall include the due and punctual payment of the principal of the Note evidencing the Loan, the interest thereon, and any moneys due or which may become due under the said Note or any other Loan Document including, but not limited to, said Deed of Trust.

Other Provisions: This Commitment is not assignable. It is understood and agreed that no funds shall be disbursed on this Loan until all conditions of this Loan have been complied with.

Should Borrower fail to comply with the conditions of this Loan prior the expiration of this Commitment, Borrower shall not be relieved from his obligation to reimburse Lender's expenses as set forth in subpart (Q) above.

This Commitment, as herein set out, is contingent upon Borrower's written acceptance hereof and the return to Lender of Lender's original letter on or before ( ) days from the date hereof.

This Commitment will extend to . Should Borrower fail to borrow the funds from Lender in accordance with the provisions hereof, Lender will have no further obligation to Borrower.

We are glad to be of assistance in this financing. If the conditions of this letter meet with your approval, please indicate your acceptance of same by signing this letter and returning it to our attorney, .

The enclosed copy of this Commitment is for your files.

Sincerely yours,

The above terms and conditions are accepted and agreed to this day of , .