Belle Hall - 2009 VA

2009 Federal Low Income Housing
Tax Credit Program
Application For Reservation
Deadline for Submission
9% Competitive Credits
Applications Must Be Received At VHDA No Later Than 5:00
PM Richmond, VA Time On May 15, 2009
Tax Exempt Bonds

Applications should be received at VHDA at least one month
before the bonds are priced (if bonds issued by VHDA), or 75
days before the bonds are issued (if bonds are not issued by
VHDA)
Virginia Housing Development Authority

601 South Belvidere Street
Richmond, Virginia 23220-6500
2009 v1.4.2009
Low Income Housing Tax Credit Application for Reservation
Please indicate if the following items are included with your application by checking the appropriate boxes. Your assistance in
organizing the submission in the following order, and actually using tabs to mark them as shown, will facilitate review of your
application. Please note that all mandatory items must be included for the application to be processed. The inclusion of other items
may increase the number of points for which you are eligible under VHDA's point system of ranking applications, and may assist
VHDA in its determination of the appropriate amount of credits that it may reserve for the development. You are therefore encouraged
to submit as much requested information as is available, but their inclusion is not mandatory for review of your application.
Electronic Copy of the Microsoft Excel Based Application (MANDATORY)

Hard Copy of All Application Pages With Signature (MANDATORY)
Scanned Copy of the Tax Credit Application with all Attachments (excluding market study and plans & specs) (MANDATORY)
$750 Application Fee (MANDATORY)
Tab A: Documentation of Development Location:
A.1 Qualified Census Tract Certification
A.2 Revitalization Area Certification
Location Map
Surveyor's Certification of Proximity To Public Transportation
Tab B: Partnership or Operating Agreement, including chart of ownership structure with percentage of interests (MANDATORY
Tab C: Virginia State Corporation Commission Certification (MANDATORY)
Tab D: Principal's Previous Participation Certification and Resumé (MANDATORY)
Tab E: Nonprofit Questionnaire (MANDATORY for points or pool)
The following documents need not be submitted unless requested by VHDA:
-Nonprofit Articles of Incorporation
-IRS Documentation of Nonprofit Status
-Joint Venture Agreement (if applicable)
-For-profit Consulting Agreement (if applicable)
Tab F: Architect's Certification (MANDATORY)
Tab H: PHA / Section 8 Notification Letter
Tab I: Local CEO Letter
Tab J: Homeownership Plan
Tab K: Site Control Documentation (MANDATORY)
Tab L: Plan of Development Certification Letter
Tab M: Zoning Certification Letter
Tab N: Copies of 8609s To Certify Developer Experience
Tab O: (Reserved)
Tab P: Plans and Specifications and Work Write-Up (MANDATORY)
Tab Q: Documentation of Rental Assistance
Tab R: Documentation of Operating Budget
Tab S: Documentation of Project Budget
Tab T: Documentation of Financing Sources
Tab U: (Reserved)
Tab V: Nonprofit or LHA Purchase Option or Right of First Refusal
Tab W: Original Attorney's Opinion (MANDATORY)
Tab X: (Reserved)
Tab Y: Marketing Plan for units meeting accessibility requirements of HUD section 504
Tab Z Market Study (MANDATORY-Application will be disqualified if market study not submitted with the application)
2009 Submission Checklist

Low-Income Housing Tax Credit Application For Reservation
VHDA TRACKING NUMBER 2009-Z-014

I. General Information
All code "Section" references are to, and the term "IRC" shall be deemed to mean, May 10, 2009
the Internal Revenue Code of 1986, as amended. (Date of Application)
A. Development Name and Location:

1. Name of Development Belle Hall Apartments
2. Address of Development 159 Cheyenne Trail
(Street)
Portsmouth Virginia 23701
(City) (State) (Zip Code)
3. If complete address is not available, provide longitude and latitude coordinates (x,y) from
location on site your surveyor deems appropriate.
Documentation from surveyor attached (TAB A) (Only necessary if street address or street intersections are not available.
(Coordinates should be the same as those listed on pg 13, if applicable)
4. The Circuit Court Clerk's office in which the deed to the property is or will be recorded:
City/County of Portsmouth City (ie; Richmond City, Chesterfield County; see application manual)
5. Does the site overlap one or more jurisdictional boundaries? Yes No
If yes, what other City/County is the site located in besides the one mentioned above?
6. Is the development located in a Metropolitan Statistical Area? Yes No
7. Census Tract the development is located in: 2128
Is this a Qualified Census Tract: Yes No (If yes, attach required form in TAB A)
8. Is the development located in a Difficult Development Area? No
9. Is the development located in a revitalization area? Yes No (If yes, attach required form in TAB A)
10. Is the development an existing RD or HUD S8/236 development? Yes No (If yes, attach required form in TAB Q)
Note: If there is an identity of interest between the applicant and the seller in this proposal, and the applicant is seeking points in
this category, then the applicant must either waive their rights to the developer's fee or other fees associated with acquisition and/or
rehabilitation, or obtain a waiver of this requirement from VHDA prior to application submission to receive these points.
a. Applicant agrees to waive all rights to any developer's fee or
other fees associated with acquisition and/or rehab. Yes n/a
b. Applicant has obtained a waiver of this requirement from VHDA
prior to the application submission deadline. Yes n/a
11. Is the development located in a census tract with a poverty
rate <10% with no tax credit units currently present? Yes No
12. Is the development listed on the RD 515 Rehabilitation
Priority List? Yes No
13. Congressional District 3rd http://dlsgis.state.va.us/congress/2001PDFs/chap7Tab.pdf
Planning District 23rd http://www.vapdc.org/aboutpdcs.htm#PDC%20Map
State Senate District 13th http://dlsgis.state.va.us/senate/2001PDFs/Chap2Tab.pdf
State House District 80th http://dlsgis.state.va.us/House/2001HousePDFs/Chap1Tab.pdf
14. Location Map Attached (TAB A)
B. Project Description:
In the space provided below, give a brief description of the proposed project.
A traditional style apartment community consisting of 120 units in eight three-story and three two-story buildings on 8.797 acres.
Amenities include a community room and recreational area.
2009 Page 1
Low Income Housing Tax Credit Application For Reservation
C. Reservation Request
1. Total annual credit amount request (Must be the same as Part IX-D8) $ 1,050,000
2. Credits requested from:

9% Credits
Nonprofit Set-Aside (All nonprofit owned developments which meet tests
described in Part II-D hereof may select this)
Local Housing Authorities Tidewater MSA Pool
Northern Virginia MSA Pool Small MSA/Micropolitan Pool
Richmond MSA Pool Rural Pool
Non-Competitive Pool (Preservation) Non-Competitive Pool (Disability)
Tax Exempt Bonds

new construction, or
rehabilitation, or
acquisition and rehabilitation.
Federal Subsidies
The development will not receive federal subsidies.
This development will receive federal subsidies for:

all buildings or
some buildings.
D. Type(s) of Allocation/Allocation Year
1. Regular Allocation
All of the buildings in the development are expected to be placed
in service this year. For those buildings the owner will, this year, request an
allocation of 2008 credits for new construction, or
rehabilitation, or
acquisition and rehabilitation.
2. Carryforward Allocation
All of the buildings in the development are expected to be placed
in service within two years after the end of this calendar year, 2009, but the
owner will have more than 10% basis in the development before the end of six
months following allocation of credits. For those buildings, the owner requests
a carryforward allocation of 2009 credits pursuant to Section 42(h)(1)(E) for:
new construction, or
rehabilitation, or
acquisition and rehabilitation (even if you acquired a building this year and
"placed it in service" for the purpose of the acquisition credit, you cannot receive
the 8609 form for it until the rehab 8609 is issued for that building once the rehab
work is "placed in service" in 2010 or 2011).
3. Federal Subsidies
The development will not receive federal subsidies.
This development will receive federal subsidies for:
all buildings or
some buildings.
2009 Page 2
E. Acquisition Credit Information

NOTE: If no credits are being requested for existing buildings being acquired for the development,
so indicate and go on to Part F: No Acquisition
Ten-Year Rule For Acquisition Credits

All buildings satisfy the 10-year look-back rule of IRC Section 42 (d)(2)(B), including the
10% basis/$15,000.00 rehab costs ($10,000 for Tax Exempt Bonds) per unit requirement.
All buildings qualify for an exception to the 10-year rule under IRC Section 42(d)(2)(D)(i),
Subsection (I)
Subsection (II)
Subsection (III)
Subsection (IV)
Subsection (V)
A waiver of the 10-year rule for all buildings has been or will be requested from the
Department of the Treasury pursuant to IRC Section 42(d)(6)(B)
Different circumstances for different buildings: Attach a separate sheet and explain for each
building.
F. Rehabilitation Credit Information
NOTE: If no credits are being requested for rehabilitation expenditures, so indicate and go
on to Section II. No Rehabilitation
Minimum Expenditure Requirements

All buildings in the development satisfy the rehab costs per unit requirement of IRC
Section 42(e)(3)(A)(ii).
All buildings in the development qualify for the IRC Section 42(e)(3)(B) exception to the
10% basis requirement (4% credit only).
All buildings in the development qualify for the IRC Section 42(f)(5)(B)(ii)(II) exception.
Different circumstances for different buildings. Attach a separate sheet and
explain for each building.
2009 Page 3
II. OWNERSHIP INFORMATION
NOTE: VHDA may allocate credits only to the tax-paying entity which owns the development at the time of the allocation. The term "Owner" herein refers to that entity. Please fill in the legal
name of the owner. The ownership entity must be formed prior to submitting this application. Any transfer, direct or indirect, of partnership interests (except those involving the admission of
limited partners) prior to the placed-in-service date of the proposed development shall be prohibited, unless the transfer is consented to by VHDA in its sole discretion. IMPORTANT:
The Owner name listed on this page must match exactly the owner name listed on the Virginia State Corporation Commission Certification.
Must be an individual or legally formed entity
A. Owner Information:
Name Belle Hall Apartments, L.P.
Contact Person First: Carl Middle: L. Last: Hardee
Address 373 Edwin Drive
(Street)
Virginia Beach Virginia 23462
(City) (State) (Zip Code)
Federal I. D. No. 20-4398100 (If not available, obtain prior to Allocation)

Phone 757-499-6161 Fax 757-499-9414 Email address chardee@lawsoncompanies.com
Type of entity: Limited Partnership Other
Individual(s) Corporation
Owner's organizational documents (e.g. Partnership agreements) attached (Mandatory TAB B)
Certification from Virginia State Corporation Commission attached (Mandatory TAB C)
Principal(s) involved (e.g. general partners, LLC members, controlling shareholders, etc.):
Names ** Phone Type Ownership % Ownership
Steven E. Lawson 757-499-6161 Manager of G.P. 90.00%
Carl L. Hardee 757-499-6161 Member of G.P. 10.00%
0.00%
0.00%
0.00%
0.00%
0.00%
This should be 100% of the GP or managing member interest: 100.00%
** These should be the names of individuals who comprise the GP or managing members, not simply the names of
separate partnerships or corporations which may comprise those components.
Principals' Previous Participation Certification attached (Mandatory TAB D), resumé, & ownership structure char
B. Seller Information:
Name Portsmouth Estates Associates, L.P. Contact Person J. Dale Terry
Address 373 Edwin Drive
Virginia Beach, Virginia 23462 Phone 757-499-6161
Is there an identity of interest between the seller and owner/applicant? Yes No

If yes, complete the following:
Principal(s) involved (e.g. general partners, controlling shareholders, etc.)
Names Phone Type Ownership % Ownership
The Lawson Group, Ltd. 757-499-6161 General Partner 2.00%
0.00%
0.00%
0.00%
2009 Page 4
C. Development Team Information:

Complete the following as applicable to your development team.
1. Tax Attorney: Howard Gordan Related Entity? Yes No

Firm Name: Williams Mullen, PC
Address: 999 Waterside Drive, Suite 1700, Norfolk, Va. 23514
Phone: 757-629-0607 Fax: 757-629-0660
2. Tax Accountant: Alvin Wall Related Entity? Yes No

Firm Name: Wall, Einhorn & Chernitzer, PC
Address: 555 Main Street, Suite 1500, Norfolk, Va. 23514
Phone: 757-625-4700 Fax: 757-625-0527
3. Consultant: Related Entity? Yes No

Firm Name: Role:
Address:
Phone: Fax:
4. Management Entity (Contact): Carl L. Hardee Related Entity? Yes No

Firm Name: Lawson Realty Corporation
Address: 373 Edwin Drive, Virginia Beach, Va. 23462
Phone: 757-499-6161 Fax: 757-499-9414
5. Contractor (Contact): Jack Clifton Related Entity? Yes No

Firm Name: R. A. Lawson Corporation
Phone: 757-499-6161 Fax: 757-499-9414
6. Architect: Irwin Kroskin Related Entity? Yes No

Firm Name: Kroskin Design Group
Address: 6160 Kempsville Circle, Suite 316A, Norfolk, Va. 23502
Phone: 757-466-1109 Fax: 757-466-1283
7. Real Estate Attorney: Howard Gordon Related Entity? Yes No

Firm Name: Williams Mullen, PC
Address: 999 Waterside Drive, Suite 1700, Norfolk, Va. 23502
Phone: 757-629-0607 Fax: 757-629-0660
8. Mortgage Banker: John M. Taylor, Sr. Related Entity? Yes No

Firm Name: Multifamily Mortgage Lending, LLC
Phone: 757-499-6161 Fax: 757-499-9414
9. Other (Contact): Related Entity? Yes No

Firm Name: Role:
Address:
Phone: Fax:
2009 Page 5
D. Nonprofit Involvement:
Applications For 9% Credits - Must be completed in order to compete in the nonprofit tax credit pool.
All Applicants - Must be completed for points for nonprofit involvement under the ranking system.
Tax Credit Nonprofit Pool Applicants: To qualify for the nonprofit pool, an organization described in IRC Section 501
(c)(3) or 501 (c)(4) and exempt from taxation under IRC Section 501 (a), whose purposes include the fostering of low-income housing:
1. Must "materially participate" in the development and operation of the project throughout the compliance period,
2. Must own all general partnership interests in the development .
3. Must not be affiliated with or controlled by a for-profit organization.
4. Must not have been formed for the principal purpose of competition in the nonprofit pool, and
5. Must not have any staff member, or member of the nonprofit's board of directors materially participate in the proposed project
as a for-profit entity.
All Applicants: To qualify for points under the ranking system, the nonprofit's involvement need not necessarily
satisfy all of the requirements for participation in the nonprofit tax credit pool
1. Nonprofit Involvement (All Applicants)

If there is no nonprofit involvement in this development, please indicate by checking here
and go on to part III
2. Mandatory Questionnaire
If there is nonprofit involvement, you must complete the Non-Profit Questionnaire
Questionnaire attached (Mandatory TAB E)
3. Type of involvement
Nonprofit meets eligibility requirement for points only, not pool or
Nonprofit meets eligibility requirements for nonprofit pool and points
4. Identity of Nonprofit (All nonprofit applicants)

The nonprofit organization involved in this development is
the Owner
the Applicant (if different from Owner)
Other
(Name of nonprofit)
(Contact Person) (Street Address)
(City) (State) (Zip code)
(Phone) (Fax)
5. Percentage of Nonprofit Ownership (All nonprofit applicants)

Specify the nonprofit entity's percentage ownership of the general partnership interest: 0.0%
2009 Page 6
III. DEVELOPMENT INFORMATION
A. Structure and Units:

1. Total number of all units in development 120
Total number of rental units in development 120 bedrooms 284
Number of low-income rental units 120 bedrooms 284
Percentage of rental units designated low-income 100.00%
2. The development's structural features are (check all that apply):
Row House/Townhouse Detached Single-family

Garden Apartments Detached Two-family
Slab on Grade Basement
Crawl space Age of Structure: New
Elevator Number of stories: 2&3
3. Number of new units 120 bedrooms 284
Number of adaptive reuse units 0 bedrooms 0
Number of rehab units 0 bedrooms 0
4. Total Floor Area For The Entire Development 151,197.41 (Sq. ft.)
5. Unheated Floor Area (Breezeways, Balconies, Storage) 17,695.69 (Sq. ft.)

6. Nonresidential Commercial Floor Area 0.00 (Sq. ft.)
(Not eligible for funding)
7. Total Usable Residential Heated Area 133,501.72 (Sq. ft.)
8. Number of Buildings (containing rental units) 11
9. Commercial Area Intended Use:
10. Project consists primarily of a building(s) which is (are) (CHOOSE ONLY ONE)
Low-Rise (1-5 stories with any structural elements made of wood)

Mid-Rise (5-7 stories with no structural elements made of wood)
High-Rise (8 or more stories with no structural elements made of wood)
B. Building Systems:
Please describe each of the following in the space provided.
Community Facilities: Business Office, Community Room, Active Youth Area (tot lot),
Laundry Room.
Exterior Finish: Brick and Vinyl Siding
Heating/AC System: Split System Heat Pump
Architectural Style: Traditional
2009 Page 7
C. Amenities:
1. Specify the average size per unit type: (Including pro rata share of heated common area)
Assisted Lvg 0.00 SF 1Bdrm Eld 0.00 SF 3-Bdrm Gar 1,190.94 SF
1-Sty-Eff-Eld 0.00 SF 2Bdrm Eld 0.00 SF 4-Bdrm Gar 0.00 SF
1-Sty 1BR-Eld 0.00 SF Eff-Gar 0.00 SF 2-Bdrm TH 0.00 SF
1-Sty 2BR-Eld 0.00 SF 1-Bdrm Gar 0.00 SF 3-Bdrm TH 0.00 SF
Eff-Eld 0.00 SF 2-Bdrm Gar 1,067.11 SF 4-Bdrm TH 0.00 SF
2. Total gross usable, heated square feet for the entire project less nonresidential commercial area:
133,501.72 Documentation attached (TAB F) Mandatory
(Sq. ft.)
NOTE: All developments must meet VHDA's Minimum Design and Construction Requirements.
By signing and submitting the Application For Reservation of Low Income Housing Tax Credits the
applicant certifies that the proposed project budget, plans & specifications and work write-ups incorporate
all necessary elements to fulfill these requirements.
3. Check the following items which apply to the proposed project:

Documentation attached (TAB F Architect Certification) Mandatory
For any project, upon completion of construction/rehabilitation: (Optional Point items)

100% a(1) Percentage of 2-bedroom units that have 1.5 bathrooms
100% a(2) Percentage of 3 or more bedroom units that have 2 bathrooms
b. A community/meeting room with a minimum of 749 square feet is provided
47% c. Percentage of exterior walls covered by brick (excluding triangular gable ends, doors and windows)
d. All kitchen and laundry appliances meet the EPA's Energy Star qualified program requirements
e. All windows meet the EPA's Energy Star qualified program requirements
f. Every unit in the development is heated and air conditioned with either (i) heat pump units with both a
SEER rating of 14.0 or more and a HSPF rating of 8.2 or more and a variable speed air handling unit
(for through- the-wall heat pump equipment that has an EER rating of 11.0 or more), or (ii) air
conditioning units with a SEER rating of 14.0 or more and a variable speed air handling unit, combined
with gas furnaces with an AFUE rating of 90% or more
g. Water expense is sub-metered (the tenant will pay monthly or bi-monthly bill)
h. Each bathroom consists only of low-flow faucets (2.2 gpm max.) and showerheads (2.5gpm max.)
i. Provide necessary infrastructure in all units for high speed cable, DSL or wireless internet sevice.
j. All water heaters meet the EPA's Energy Star qualified program requirements.
2009 Page 8
Low Income Housing Tax Credit Application For Reservation
For all projects exclusively serving elderly and/or handicapped tenants, upon completion
of construction/rehabilitation: (Optional Point items)
a. All cooking ranges will have front controls
b. All units will have an emergency call system
c. All bathrooms will have an independent or supplemental heat source
d. All entrance doors have two eye viewers, one at 48" and the other at standard height
For all rehabilitation and adaptive reuse projects, upon completion of construction or
or rehabilitation: (Optional Point items)
The structure is listed individually in the National Register of Historic Places or is

located in a registered historic district and certified by the Secretary of the Interior as
being of historical significance to the district, and the rehabilitation will be completed
in such a manner as to be eligible for historic rehabilitation tax credits
Accessibility
Check one or none of the following point categories, as appropriate:
For any non-elderly property in which the greater of 5 or 10% of the units (i) provide federal project-based rent subsidies o
equivalent assistance in order to ensure occupancy by extremely low-income persons; (ii) conform to HUD regulation
interpreting accessibility requirements of section 504 of the Rehabilitation Act; and (iii) are actively marketed to people with
special needs in accordance with a plan submitted as part of the Application. (If special needs include mobility impairments
the units described above must include roll-in showers and roll under sinks and front controls for ranges).
For any non-elderly property in which the greater of 5 or 10% of the units (i) have rents within HUD’s Housing Choice
Voucher (“HCV”) payment standard; (ii) conform to HUD regulations interpreting accessibility requirements of section 504 of
the Rehabilitation Act; and (iii) are actively marketed to people with mobility impairments, including HCV holders, in
accordance with a plan submitted as part the Application.
For any non-elderly property in which at least four percent (4%) of the units conform to HUD regulations interpreting
accessibility requirements of section 504 of the Rehabilitation Act and are actively marketed to people with mobility
impairments in accordance with a plan submitted as part of the Application.
Earthcraft or LEED Development Certification

Applicant agrees to obtain Earthcraft or LEED certification prior to issuance of IRS Form 8609. Architect
certifies in the Architect Certification that the development's design will meet the criteria for such certification.
Yes - Earthcraft Yes - LEED
If Yes to either, attach appropriate documentation at TAB F
LEED Accredited Design Team Member

One or more members of the design team is a LEED accredited professional.
Yes No If Yes, attach appropriate documentation at TAB F
Universal Design - Units Meeting Universal Design Standards

a. The architect of record certifies that units will be constructed to meet VHDA's Universal Design standards.
Yes No If Yes, attach appropriate documentation at TAB F
b. Number of Rental Units constructed to meet VHDA's Universal Design standards:
44 Units 37%
VHDA Certified Property Management Agent

Owner agrees to use a VHDA Certified Property Management Agent to manage the property.
Yes No
Yes No N/A The market-rate units' amenities are substantially equivalent to those of the
low-income units. If no, explain differences:
2009 Page 9
IV. TENANT INFORMATION
A. Set-Aside Election: UNITS SELECTED BELOW IN BOTH COLUMNS DETERMINE

POINTS FOR THE BONUS POINT CATEGORY
Note: In order to qualify for any tax credits, a development must meet one of two minimum threshold occupancy tests. Either (i) at least 20% of the units
must be rent-restricted and occupied by persons whose incomes are 50% or less of the area median income adjusted for family size (this is called the 20/50
test) or (ii) at least 40% of the units must be rent-restricted and occupied by persons whose incomes are 60% or less of the area median income adjusted for
family size (this is called the 40/60 test), all as described in Section 42 of the IRC. Rent-and income-restricted units are known as low-income units. If you
have more low-income units than required, you qualify for more credits. If you serve lower incomes than required, you receive more points under the
ranking system.
Units Provided Per Household Type:

Income Levels Rent Levels
# of Units % of Units # of Units % of Units
0 0.00% 40% Area Median 0 0.00% 40% Area Median
0 0.00% Non-LMI Units 0 0.00% Non-LMI Units
120 100.00% Total 120 100.00% Total
B. Special Housing Needs/Leasing Preference:
1. If 100% of the low-income units will be occupied by either or both of the following special needs
groups as defined by the United States Fair Housing Act, so indicate:
Yes Elderly (age 55 or above)
Yes Physically or mentally disabled persons (must meet the requirements of the federal
Americans with Disabilities Act)
2. Specify the number of low-income units that will serve individuals and families with children by
providing three or more bedrooms: 44 Number of units 37% of total low-income units
3. If the development has existing tenants, VHDA policy requires that the impact of economic and/or physical
displacement on those tenants be minimized, in which Owners agree to abide by the Authority's Relocation
Guidelines for LIHTC properties.
4. If leasing preference will be given to applicants on public housing waiting list and/or Section 8
waiting list, so indicate:
Yes
No
Locality has no such waiting list; If yes, provide the following information:
Organization which holds such waiting list: Portsmouth Redevelopment and Housing Authority
Contact person (Name and Title) Ms. Delores F. Adams, Section 8 Program Coordinator
Phone Number 757-391-2913 Required documentation attached (TAB H)
5. If leasing preference will be given to individuals and families with children.

(Less than or equal to 20% of the units must have of 1 or less bedrooms).
Yes
No
2009 Page 10
V. LOCAL NEEDS AND SUPPORT
A. Provide the name and the address of the chief executive officer (City Manager, Town Manager, or
County Administrator) of the political jurisdiction in which the development will be located:
Chief Executive Officer's Name Mr. Kenneth L. Chandler
Chief Executive Officer's Title City Manager
Street Address Portsmouth City Hall, 801 Crawford Street Phone 757-393-8641
City Portsmouth State Virginia Zip 23704
Name and title of local official you have discussed this project with who could answer questions for the
local CEO: Mr. Fred Brusso, Senior Planner, City of Portsmouth
Letter from CEO attached (TAB I) CEO letter to be submitted separately by June 1, 2009
VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) Yes No
If the property overlaps another jurisdiction please fill in the following:

Chief Executive Officer's Name
Chief Executive Officer's Title
Street Address Phone
City State Zip
Name and title of local official you have discussed this project with who could answer questions for the
local CEO:
Letter from CEO attached (TAB I) CEO letter to be submitted separately by June 1, 2009
VHDA notification letter to CEO submitted prior to 5:00 PM 3/5/09: (9% competitive credits only) Yes No
B. Project Schedule
ACTUAL OR NAME OF
ACTIVITY ANTICIPATED PERSON
DATE RESPONSIBLE
Site
Option/Contract 3/7/07 Carl Hardee
Site Acquisition 12/21/07 Steve Lawson
Zoning Approval Carl Hardee
Site Plan Approval 3/28/08 Carl Hardee
Financing
A. Construction Loan
Loan Application 6/29/07 John Taylor
Conditional Commitment
Firm Commitment 12/13/07 John Taylor
B. Permanent Loan - First Lien
C. Permanent Loan-Second Lien
D. Other Loans & Grants
Type & Source, List
Application
Award/Commitment
Formation of Owner 2/27/06 Steve Lawson
IRS Approval of Nonprofit Status
Closing and Transfer of Property to Owner 12/21/07 Steve Lawson
Plans and Specifications, Working Drawings 3/28/08 Jack Clifton
Building Permit Issued by Local Government 4/3/08 Jack Clifton
Start Construction 3/31/08 Jack Clifton
Begin Lease-up 6/1/08 Carl Hardee
Complete Construction 5/14/09 Jack Clifton
Complete Lease-Up 6/15/09 Carl Hardee
Credit Placed in Service Date 6/15/09 Steve Lawson
2009 Page 11
VI. SITE CONTROL
Note: Site control by the Owner identified herein is a mandatory precondition of review of this application. Documentary evidence of it,
in the form of either a deed, option, purchase contract, or lease for a term longer than the period of time the property will be subject to
occupancy restrictions must be included herewith. (9% Competitive Credits - An option or contract must extend beyond the
application deadline by a minimum of four months.)
Warning: Site control by an entity other than the Owner, even if it is a closely related party, is not sufficient. Anticipated future transfers
to the Owner are not sufficient. The Owner, as identified in Subpart II-A, must have site control at the time this Application is
submitted.
NOTE: If the Owner receives a reservation of credits, the property must be titled in the name of or leased by (pursuant to a long-term
lease) the Owner before the allocation of credits is made this year.
Contact us before you submit this application if you have any questions about this requirement.
A. Type of Site Control by Owner:
Applicant controls site by (select one and attach document - Mandatory TAB K)
Deed - attached
Long-term Lease - attached (expiration date: )
Option - attached (expiration date: )
Purchase Contract - attached (expiration date: )
If more than one site for the development and more than one form of site control, please so indicate
and attach a separate sheet specifying each site, number of existing buildings on the site, if any,
type of control of each site, and applicable expiration date of form of site control. A site control
document is required for each site.
B. Timing of Acquisition by Owner:

Select one:
Owner already controls site by either deed or long-term lease or
Owner is to acquire property by deed (or lease for period no shorter than period property
will be subject to occupancy restrictions) no later than (must be prior to November 6, 2009).
If more than one site for the development and more than one expected date of acquisition by
Owner, please so indicate and attach separate sheet specifying each site, number of existing
buildings on the site, if any, and expected date of acquisition of each site by the Owner.
C. Market Study Data:
Obtain the following information from the Market Study conducted in connection with this tax credit application and enter below:
Project Wide Capture Rate - LIHTC Units 13.70%

Project Wide Capture Rate - Market Units 0.00%
Project Wide Capture Rate - All Units 13.70%
Project Wide Absorption Period (Months) 5
2009 Page 12
C. Site Description
1. Exact area of site in acres 8.797
2. Has locality approved a final site plan or plan of development?

Yes No
Required documentation form attached (TAB L)
3. Is site properly zoned for the proposed development?

Yes No
Required documentation form attached (TAB M)
4. Will the proposal seek to qualify for points associated with proximity to public transportation?
Yes No
Required documentation form attached (TAB A)
D. Photographs
Include photographs of the site and any existing structure(s) in TAB O. For rehabilitation projects,
provide interior pictures which document the necessity of the proposed work
E. Plans and Specifications
Minimum submission requirements for all properties (new construction, rehabilitation and adaptive reuse)
1. A location map with property clearly defined.

2. Sketch plan of the site showing overall dimensions of main building(s), major site elements
(e.g., parking lots and location of existing utilities, and water, sewer, electric,
gas in the streets adjacent to the site). Contour lines and elevations are not required.
3. Sketch plans of main building(s) reflecting overall dimensions of:
a. Typical floor plan(s) showing apartment types and placement
b. Ground floor plan(s) showing common areas;
c. Sketch floor plan(s) of typical dwelling unit(s);
d. Typical wall section(s) showing footing, foundation, wall and floor structure.
Notes must indicate basic materials in structure, floor and exterior finish.
In addition: required documentation for rehabilitation properties
A unit-by-unit work write-up.
Plans and specifications/unit-by-unit work writeup attached (TAB P) or

Plans and specifications/unit-by-unit work writeup submitted separately
2009 Page 13
VII. OPERATING BUDGET
A. Rental Assistance
1. Do or will any low-income units receive rental assistance?
Yes No
2. If yes, indicate type of rental assistance:
Section 8 New Construction Substantial Rehabilitation

Section 8 Moderate Rehabilitation
Section 8 Certificates
Section 8 Project Based Assistance
RD 515 Rental Assistance
Section 8 Vouchers
State Assistance
Other:
3. Number of units receiving assistance: 0

Number of years in rental assistance contract: 0
Expiration date of contract:
Contract or other agreement attached (TAB Q)
B. Utilities
1. Monthly Utility Allowance Calculations
Utilities Type of Utility Utilities Enter Allowances by Bedroom Size

(Gas, Electric, Oil, etc.) Paid by: 0-bdr 1-bdr 2-bdr 3-bdr 4-br
Heating Owner x Tenant 0 0 5 6 0
Air Conditioning Owner x Tenant 0 0 0 0 0
Cooking Owner x Tenant 0 0 6 7 0
Lighting Owner x Tenant 0 0 26 30 0
Hot Water Owner x Tenant 0 0 13 16 0
Water Owner x Tenant 0 0 33 39 0
Sewer Owner x Tenant 0 0 21 27 0
Trash x Owner Tenant 0 0 0 0 0
Total utility allowance for costs paid by tenant $0 $0 $104 $125 $0
2. Source of Utility Allowance Calculation (Attach Documentation TAB Q)

HUD
Utility Company (Estimate) Local PHA
Utility Company (Actual Survey) Other: HUD Utility Model
2009 Page 14
C. Revenue
1. Indicate the estimated monthly income for the Low-Income Units: **
Total Number of Total Monthly
Unit Type Tax Credit Units Rental Income
Efficiency Units 0 $0
1 Bedroom Units 0 $0
2 Bedroom Units 76 $47,988
3 Bedroom Units 44 $31,763
Total Number of Tax Credit Units 120
Plus Other Income Source (list): Submetering & laundry income 4,637.75
Equals Total Monthly Income: $84,389
Twelve Months x12
Equals Annual Gross Potential Income $1,012,665
Less Vacancy Allowance ( 7.0% ) $70,887
Equals Annual Effective Gross Income (EGI) - Low Income Units $941,778
** Beginning at Row 75 enter the appropriate data for both tax credit and market rate units in the yellow shaded cells.
2. Indicate the estimated monthly income for the Market Rate Units: **
Total Number of Total Monthly
Unit Type Market Units Rental Income
Efficiency Units 0 $0
Total Number of Market Units 0
Plus Other Income Source (list): $0

Equals Total Monthly Income: $0
Twelve Months x12
Equals Annual Gross Potential Income $0
Less Vacancy Allowance ( 0.0% ) $0
Equals Annual Effective Gross Income (EGI) - Market Rate Units $0
Documentation in Support of Operating Budget attached (TAB R)
List number of units by type: TOTAL UNITS
ASSISTED LVG EFF-ELD 1 BD RM-ELD 2 BD RM-ELD EFF-GAR 1 BD RM-GAR

0 0 0 0 0 0
2 BD RM-GAR 3 BD RM-GAR 4 BD RM-GAR 2 BD RM-TH 3 BD RM-TH 4 BD RM-TH

76 44 0 0 0 0
1 STY-EFF-ELD 1 STY-1 BR-ELD 1 STY-2 BR-ELD Note: Please be sure to enter the number of units in the
0 0 0 appropriate unit category. If not, you will find an error on
the scoresheet at 5a, 6a & 6b.
List number of units by type: TAX CREDIT UNITS
ASSISTED LVG EFF-ELD 1 BD RM-ELD 2 BD RM-ELD EFF-GAR 1 BD RM-GAR
0 0 0 0 0 0
2 BD RM-GAR 3 BD RM-GAR 4 BD RM-GAR 2 BD RM-TH 3 BD RM-TH 4 BD RM-TH

76 44 0 0 0 0
1 STY-EFF-ELD 1 STY-1 BR-ELD 1 STY-2 BR-ELD

0 0 0
Efficiency Units
Unit Type / Net Rentable Monthly Rent Total
Rent Targeting Number Units Square Feet Per Unit Monthly Rent
Efficiency - 40% 0 0.00 $ - $ -

Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
2009 Efficiency - 40% 0 0.00 $ - $ - Page 15
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 40% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -

Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 50% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -

Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Efficiency - 60% 0 0.00 $ - $ -
Total Efficiency Total Monthly Eff.
Tax Credit Units: 0 0.00 Tax Credit Rent: $ -
Efficiency - Market 0 0.00 $ - $ -

Total Efficiency
Market Units: 0 0.00 Total Monthly
Eff. Market Rent: $ -
Total Eff. Units: 0 Total Eff. Rent $ -
1-Bedroom Units
Net Rentable Monthly Rent Total
2009 Page 15
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 40% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 50% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
1 BR - 60% 0 0.00 $ - $ -
Total 1-BR Total Monthly 1-BR
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
1 BR - Market 0 0.00 $ - $ -
Total 1-BR
1-BR Market Rent: $ -
2009 Total 1-BR Units: 0 Total 1-BR Rent $ - Page 15

2-Bedroom Units
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 40% 0 0.00 $ - $ -
2 BR - 50% 69 1,000.36 $ 627 $ 43,263

2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 50% 0 0.00 $ - $ -
2 BR - 60% 7 1,000.36 $ 675 $ 4,725

2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
2 BR - 60% 0 0.00 $ - $ -
Tax Credit Units: 76 76,027.36 Tax Credit Rent: $ 47,988
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
2009 Page 15
2 BR - Market 0 0.00 $ - $ -
2 BR - Market 0 0.00 $ - $ -
Total 2-BR
Total 2-BR Units: 76 Total 2-BR Rent $ 47,988
3-Bedroom Units
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 40% 0 0.00 $ - $ -
3 BR - 50% 41 1,115.89 $ 718 $ 29,438

3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 50% 0 0.00 $ - $ -
3 BR - 60% 3 1,115.89 $ 775 $ 2,325

3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
3 BR - 60% 0 0.00 $ - $ -
Tax Credit Units: 44 49,099.16 Tax Credit Rent: $ 31,763
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
2009 3 BR - Market 0 0.00 $ - $ - Page 15
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
3 BR - Market 0 0.00 $ - $ -
Total 3-BR
Total 3-BR Units: 44 Total 3-BR Rent $ 31,763
4-Bedroom Units
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 40% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 50% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
4 BR - 60% 0 0.00 $ - $ -
2009 4 BR - 60% 0 0.00 $ - $ - Page 15
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
4 BR - Market 0 0.00 $ - $ -
Total 4-BR
Total 4-BR Units: 0 Total 4-BR Rent $ -
Total Units 120 Net Rentable SF: TC Units 125,126.52

MKT Units 0.00
Total NR SF: 125,126.52
Floor Space Fraction 100.0000%
2009 Page 15
D. Operating Expenses
Administrative:
1. Advertising/Marketing $6,630
2. Office Salaries $43,680
3. Office Supplies $3,921
4. Office/Model Apartment (type______) $0
5. Management Fee $47,332
5.03% of EGI 394.4296554 Per Unit
6. Manager Salaries $0
7. Staff Unit (s) (type______) $0
8. Legal $2,400
9. Auditing $6,500
10. Bookkeeping/Accounting Fees $1,680
11. Telephone & Answering Service $3,000
12. Tax Credit Monitoring Fee $3,000
13. Miscellaneous Administrative $6,000
Total Administrative $124,143
Utilities
14. Fuel Oil $0
15. Electricity $25,800
16. Water $37,920
17. Gas $0
18. Sewer $22,380
Total Utility $86,100
Operating:
19. Janitor/Cleaning Payroll $0
20. Janitor/Cleaning Supplies $480
21. Janitor/Cleaning Contract $6,240
22. Exterminating $2,880
23. Trash Removal $7,800
24. Security Payroll/Contract $0
25. Grounds Payroll $0
26. Grounds Supplies $720
27. Grounds Contract $27,000
28. Maintenance/Repairs Payroll $42,960
29. Repairs/Material $9,360
30. Repairs Contract $6,480
31. Elevator Maintenance/Contract $0
32. Heating/Cooling Repairs & Maintenance $3,360
33. Pool Maintenance/Contract/Staff $0
34. Snow Removal $0
35. Decorating/Payroll/Contract $8,400
36. Decorating Supplies $1,440
37. Miscellaneous $840
Operating & Maintenance Totals $117,960
Taxes & Insurance
38. Real Estate Taxes $80,162
39. Payroll Taxes $6,480
40. Miscellaneous Taxes/Licenses/Permits $1,320
41. Property & Liability Insurance $35,401
42. Fidelity Bond $90
43. Workman's Compensation $480
44. Health Insurance & Employee Benefits $6,000
45. Other Insurance $0
Total Taxes & Insurance $129,933
6544
Total Operating Expense $458,135
D1. Total Oper. Ex. Per Unit $3,818 D2. Total Oper. Ex. As % EGI (from E3) 48.65%
Replacement Reserves (Total # Units X $300 or $250 New Const. Elderly Minimum) $36,000
Total Expenses $494,135
2009 Page 16
E. Cash Flow (First Year)

1. Annual EGI Low-Income Units from (C1) $941,778
2. Annual EGI Market Units (from C2) + $0
3. Total Effective Gross Income = $941,778
4. Total Expenses (from D) $494,135
5. Net Operating Income = $447,643
6. Total Annual Debt Service (from Page 21 B2) - $373,009
7. Cash Flow Available for Distribution = $74,634
F. Projections for Financial Feasibility - 15 Year Projections of Cash Flow
Stabilized
Year 1 Year 2 Year 3 Year 4 Year 5
Eff. Gross Income 941,778 960,614 979,826 999,423 1,019,411
Less Oper. Expenses 494,135 513,901 534,457 555,835 578,068
Net Income 447,643 446,713 445,370 443,588 441,343
Less Debt Service 373,009 373,009 373,009 373,009 373,009
Cash Flow 74,634 73,704 72,361 70,579 68,334
Debt Coverage Ratio 1.20 1.20 1.19 1.19 1.18

Eff. Gross Income 1,039,800 1,060,595 1,081,807 1,103,444 1,125,512
Net Income 438,608 435,357 431,559 427,185 422,204
Cash Flow 65,599 62,348 58,550 54,176 49,195

Eff. Gross Income 1,148,023 1,170,983 1,194,403 1,218,291 1,242,657
Net Income 416,582 410,285 403,276 395,519 386,974
Cash Flow 43,573 37,276 30,267 22,510 13,965
Estimated Annual Percentage Increase in Revenue 2.00% (Must be < 3%)
Estimated Annual Percentage Increase in Expenses 4.00% (Must be > 4%)
2009 Page 17
VIII. PROJECT BUDGET
A. Cost/Basis/Maximum Allowable Credit
Complete cost column and basis column(s) as appropriate through A12. Check if the following
documentation is attached at TAB S:
Executed Construction Contract
Executed Trade Payment Breakdown
Appraisal
Other Cost Documentation
Environmental Studies
NOTE: Attorney must opine, among other things, as to correctness of the inclusion of each cost item in eligible basis, type
of credit and numerical calculations of this Part VIII.
Amount of Cost up to 100% Includable in

Eligible Basis--Use Applicable Column(s):
"30% Present Value Credit" (D)
Item (A) Cost (B) Acquisition (C) Rehab/ "70 % Present
New Construction Value Credit"
1. Contractor Cost
A. Off-Site Improvements 0 0 0 0
B. Site Work 1,306,649 0 0 1,306,649
C. Other: 0 0 0 0
D. Unit Structures (New) 7,295,650 0 0 7,295,650
E. Unit Structures (Rehab) 0 0 0 0
F. Accessory Building (s) 188,997 0 0 188,997
G. Asbestos Removal 0 0 0 0
H. Demolition 160,430 0 0 0
I. Commercial Space Costs 0 0 0 0
J. Structured Parking Garage 0 0 0 0
K. Subtotal A: (Sum 1A..1J) 8,951,727 0 0 8,791,297
L. General Requirements 459,450 0 0 459,450
M. Builder's Overhead 153,150 0 0 153,150
( 1.7% Contract)
N. Builder's Profit 459,450 0 0 459,450
( 5.1% Contract)
O. Bonding Fee 9,073 0 0 9,073
P. Other: Move Gas Line 9,233 0 0 0
Q. Contractor Cost
Subtotal (Sum 1K..1P) $10,042,082 $0 $0 $9,872,419
2. Owner Costs
A. Building Permit 78,544 0 0 78,544
B. Arch./Engin. Design Fee 304,724 0 0 304,724
( 2,539 /Unit)
C. Arch. Supervision Fee 27,000 0 0 27,000
( 225 /Unit)
D. Tap Fees 0 0 0 0
E. Soil Borings 10,425 0 0 10,425
2009 Page 18

2. Owner Costs Continued
F. Construction Loan 23,600 0 0 23,600

Origination Fee
G. Construction Interest 65,684 0 0 65,684
( 4.9% for 11 months)
H. Taxes During Construction 40,231 0 0 40,231
I. Insurance During Construction 11,581 0 0 0
J. Cost Certification Fee 15,000 0 0 15,000
K. Title and Recording 45,703 0 0 0
L. Legal Fees for Closing 50,647 0 0 0
M. Permanent Loan Fee 56,550 0 0 0
( 1.2% )
N. Other Permanent Loan Fees 0 0 0 0
O. Credit Enhancement 0 0 0 0
P. Mortgage Banker 47,200 0 0 23,600
Q. Environmental Study 1,900 0 0 1,900
R. Structural/Mechanical Study 0 0 0 0
S. Appraisal Fee 9,500 0 0 9,500
T. Market Study 4,000 0 0 4,000
U. Operating Reserve 120,000 0 0 0
V. Tax Credit Fee 77,434 0 0 0
W. OTHER $182,626 $0 $0 $100,164
(SEE PAGE 19A)
X. Owner Cost
Subtotal (Sum 2A..2W) $1,172,349 $0 $0 $704,372
Subtotal 1 + 2 $11,214,431 $0 $0 $10,576,791

(Owner + Contractor Costs)
3. Developer's Fees 1,600,000 0 0 1,600,000
4. Owner's Acquisition Costs

Land 1,720,000
Existing Improvements 0 0
Subtotal 4: $1,720,000 $0
5. Total Development Costs

Subtotal 1+2+3+4: $14,534,431 $0 $0 $12,176,791
If this application seeks rehab credits only, in which there is no acquisition and no change in ownership, enter the greater of
appraised value or tax assessment value here: $0 Land
(Attach documentation at Tab K) $0 Building
2009 Page 19

W. OTHER OWNER COSTS
Contingency Reserve 0 0 0 0
(Rehab or Adaptive Reuse only)
LIST ADDITIONAL ITEMS
Land Survey 7,600 0 0 7,600
Organizational Fees -Legal 2,950 0 0 0
Marketing 26,667 0 0 0
FF&E 9,766 0 0 9,766
Postage 345 0 0 0
Blueprints 2,521 0 0 2,521
Relocation 80,277 0 0 80,277
TCAP Tax Credit Fees 52,500 0 0 0
0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
Subtotal (Other Owner Costs) $182,626 $0 $0 $100,164
2009 Page 19A


"30 % Present Value Credit"
(C) Rehab/ (D)
New "70 % Present
Item (A) Cost (B) Acquisition Construction Value Credit"
5. Total Development Costs
Subtotal 1+2+3+4 14,534,431 0 0 12,176,791
6. Reductions in Eligible Basis
Subtract the following:

A. Amount of federal grant(s) used to finance 0 0 0
qualifying development costs
B. Amount of nonqualified, nonrecourse financing 0 0 0
C. Costs of nonqualifying units of higher quality 0 0 0

(or excess portion thereof)
D. Historic Tax Credit (residential portion) 0 0 0
7. Total Eligible Basis (5 minus 6 above) 0 0 12,176,791
8. Adjustment(s) to Eligible Basis (For non-acquisition costs in eligible basis)

(i) For Earthcraft or LEED Certification AND 60 Bonus Points 0 0
(ii) For QCT or DDA (Eligible Basis x 30%) 0 0
Total Adjusted Eligible basis 0 12,176,791
9. Applicable Fraction 100.0000% 100.0000% 100.0000%
10. Total Qualified Basis (Same as Part IX-C) 0 0 12,176,791

(Eligible Basis x Applicable Fraction)
11. Applicable Percentage 3.28% 3.28% 9.00%

(For 2009 9% competitive credits, use the May 2009 applicable percentages for acq.)
(For 9% non-competitive & tax exempt bonds, use the most recently published rates)
12. Maximum Allowable Credit under IRC §42 $0 $0 $1,095,911

(Qualified Basis x Applicable Percentage)
(Same as Part IX-C and equal to or more than $1,095,911
credit amount requested) Combined 30% & 70% P. V. Credit
2009 Page 20
B. Sources of Funds
1. Construction Financing: List individually the sources of construction financing, including any such
loans financed through grant sources:
Date of Date of Amount of

Source of Funds Application Commitment Funds Name of Contact Person
1. VHDA 06/29/07 12/13/07 $4,720,000 Ms. Brenda Brophy, VHDA
2. $0
3. $0
Commitments or letter(s) of intent attached (TAB T)
2. Permanent Financing: List individually the sources of all permanent financing in order of lien position:
Interest Amortization Term

Date of Date of Amount of Annual Debt Rate of Period of
Source of Funds Application Commitment Funds Service Cost Loan IN YEARS Loan (years)
1. VHDA Taxable $3,770,000 $313,541 7.41% 30 30
2. VHDA / SPARC $950,000 $59,468 4.75% 30 30
3. $0 $0 0.00% 1000 0
4. $0 $0 0.00% 1000 0
5. $0 $0 0.00% 1000 0
6. $0 $0 0.00% 1000 0
Totals: $4,720,000 $373,009
3. Grants: List all grants provided for the development:
Date of Date of Amount of

Source of Funds Application Commitment Funds Name of Contact Person
1. $0
2. $0
3. $0
4. $0
5. $0
6. TCAP N/A N/A $0
Total Permanent Grants: $0

2009 Page 21
4. Portion of Syndication Proceeds Attributable to Historic Tax Credit

Amount of Federal historic credits $0 x Equity % $0.00 $0
Amount of Virginia historic credits $0 x Equity % $0.00 $0
6. Equity that Sponsor will Fund:

Cash Investment $0
Contributed Land/Building $0 Assessment Attached (TAB S)
Deferred Developer Fee $890,322
Other: $0
Equity Total $890,322
7. Total of All Sources (B2 + B3 + B4 + B5 + B6) $5,610,322
(not including syndication proceeds except for historic tax credits)
8. Total Development Cost $14,534,431

(From VIII-A5)
9. Less Total Sources of Funds (From B7 above) $5,610,322
10. Equals equity gap to be funded with low-income tax credit

proceeds (must equal IX-D3) $8,924,109
C. Syndication Information (If Applicable)
1. Actual or Anticipated Name of Syndicator Wachovia Securities, LLC

2. Contact Person Daniel G. Metz Phone 704-715-1307
3. Street Address 301 South College Street, 17th Floor
City Charlotte State North Carolina Zip 28288
4. a. Total to be paid by anticipated users of credit (e.g., limited partners) $8,924,108

b. Equity Dollars Per Credit (e.g., $0.85 per dollar of credit) $0.85
c. Percent of ownership entity (e.g., 99% or 99.9%) 99.99%
d. Net credit amount anticipated by user of credits $1,049,895
e. Syndication costs not included in VIII-A5 (e.g., advisory fees) $0
5. Net amount which will be used to pay for Total Development Cost (4a-4e)
as listed in Part VIII-A5 (same amount as Part IX-D3) $8,924,108
6. Amount of annual credit required for above amounts

(same amount as Part IX-D6) $1,050,000
7. Net Equity Factor [C5 / (C6 X 10)]
(same amount as Part IX-D4) Must be equal to or greater than 85% 84.99%
8. Syndication: Public or Private

9. Investors: Individual or Corporate
Syndication commitment or letter of intent attached (TAB U)
2009 Page 22
D. Recap of Federal, State, and Local Funds/Any Credit Enhancements
1. Are any portions of the sources of funds described above for the development financed directly or indirectly
with Federal, State, or Local Government Funds? Yes No
If yes, then check the type and list the amount of money involved.
Below-Market Loans Market-Rate Loans
Tax Exempt Bonds $0 Taxable Bonds $3,770,000

RD 515 $0 Section 220 $0
Section 221(d)(3) $0 Section 221(d)(3) $0
Section 312 $0 Section 221(d)(4) $0
Section 236 $0 Section 236 $0
VHDA SPARC/REACH $950,000 Section 223(f) $0
HOME Funds $0 Other: $0
Other: $0
Other: $0
Grants Grants
CDBG $0 State $0
UDAG $0 Local $0
Other: TCAP $0
This means grants to the partnership. If you received a loan financed by a locality which received one of the
listed grants, please list it in the appropriate loan column as "other" and describe the applicable grant program
which funded it.
2. Subsidized funding: list all sources of funding for points. Documentation Attached (TAB T)
Source of Funds Commitment date Funds

1. $0
2. $0
3. $0
4. $0
5. $0
3. Does any of your financing have any credit enhancement? Yes No

If yes, list which financing and describe the credit enhancement:
4. Other Subsidies Documentation Attached (TAB Q)

Section 8 Rent Supplement or Rental Assistance Payment
Tax Abatement
Other
5. Is HUD approval for transfer of physical asset required?

Yes No
E. For Transactions Using Tax-Exempt Bonds Seeking 4% Credits:

For purposes of the 50% Test, and based only on the data entered to this
application, the portion of the aggregate basis of buildings and land financed with
tax-exempt funds is: N/A
2009 Page 23
IX. ADDITIONAL INFORMATION
A. Extended Use Restriction
NOTE: Each recipient of an allocation of credits will be required to record an extended use agreement as required by
the IRC governing the use of the development for low-income housing for at least 30 years. However, the IRC provides
that, in certain circumstances, such extended use period may be terminated early.
This development will be subject to the standard extended use agreement which permits early
termination (after the mandatory 15-year compliance period) of the extended use period.
This development will be subject to an extended use agreement in which the owner's right to any
early termination of the extended use provision is waived for 25 additional years after the 15-
year compliance period for a total of 40 years. Do not select if IX.B is checked below.
This development will be subject to an extended use agreement in which the owner's right to any
early termination of the extended use provision is waived for 35 additional years after the 15-
year compliance period for a total of 50 years. Do not select if IX.B is checked below.
B. Nonprofit/Local Housing Authority Purchase Option/Right of First Refusal
1. After the mandatory 15-year compliance period, a qualified nonprofit as identified in the
attached nonprofit questionnaire, or local housing authority will have the option to purchase
or the right of first refusal to acquire the development for a price not to exceed the outstanding
debt and exit taxes. Such debt must be limited to the original mortgage(s) unless any refinancing
is approved by the nonprofit. Do not select if extended compliance is selected in IX.A above.
Option or Right of First Refusal in Recordable Form Attached (TAB V)
Enter name of qualified nonprofit:
2. A qualified nonprofit or local housing authority submits a homeownership plan committing to

sell the units in the development after the mandatory 15-year compliance period to tenants whose
incomes shall not exceed the applicable income limit at the time of their initial occupancy.
Do not select if extended compliance is selected in IX.A above.
Homeownership Plan Attached (TAB J)
C. Building-by-Building Information (Complete page 25 as appropriate)
2009 Page 24
C. Building-by-Building Information Must Complete

Qualified basis must be determined on a building-by building basis. Complete the section below. Building street addresses are required by the IRS (must have them by the time of
allocation request).
NUMBER 30% Present Value 30% Present Value

OF Credit for Acquisition Credit for Construction 70% Present Value Credit
TAX MARKET
CREDIT RATE Actual or Actual or Actual or
UNITS UNITS Estimate Anticipated Estimate Anticipated Estimate Anticipated
Build Street Qualified In-Service Applicable Credit Qualified In-Service Applicable Credit Qualified In-Service Applicable Credit
ing # Address Basis Date Percentage Amount Basis Date Percentage Amount Basis Date Percentage Amount
1. 12 0 140 Navajo Trail $0 0.00% 0 $0 0.00% 0 $1,153,609 02/12/09 9.00% 103,825
2. 12 0 127 Cheyenne Trail $0 0.00% 0 $0 0.00% 0 $1,145,414 01/29/09 9.00% 103,087
3. 12 0 115 Cheyenne Trail $0 0.00% 0 $0 0.00% 0 $1,258,249 02/18/09 9.00% 113,242
4. 12 0 504 Cherokee Road $0 0.00% 0 $0 0.00% 0 $1,142,231 04/09/09 9.00% 102,801
5. 12 0 510 Cherokee Road $0 0.00% 0 $0 0.00% 0 $1,144,513 04/07/09 9.00% 103,006
6. 12 0 518 Cherokee Road $0 0.00% 0 $0 0.00% 0 $1,143,907 04/03/09 9.00% 102,952
7. 8 0 540 Cherokee Road $0 0.00% 0 $0 0.00% 0 $808,040 05/15/09 9.00% 72,724
8. 12 0 120 Navajo Trail $0 0.00% 0 $0 0.00% 0 $1,260,208 03/09/09 9.00% 113,419
9. 12 0 130 Navajo Trail $0 0.00% 0 $0 0.00% 0 $1,258,062 03/06/09 9.00% 113,226
10. 8 0 152 Cheyenne Trail $0 0.00% 0 $0 0.00% 0 $803,360 12/23/08 9.00% 72,302
11. 12 0 159 Navajo Trail $0 0.00% 0 $0 0.00% 0 $870,198 12/23/08 9.00% 78,318
12. 0 0 159 Cheyenne Trail $0 0.00% 0 $0 0.00% 0 $188,997 12/23/08 9.00% 17,010
13. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
14. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
15. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
16. $0 0.00% 0 $0 0.00% 0 $0 0.00% 0
$0 $0 $12,176,791
$0 $0 $1,095,911
Qualified Basis Totals (must agree with VIII-A10)
Credit Amount Totals (must agree with VIII-A-12)
2009 Page 25
D. Determination of Reservation Amount Needed
The following calculation of the amount of credits needed is substantially the same as the calculation which will be made by VHDA to
determine, as required by the IRC, the amount of credits which may be allocated for the development. However, VHDA at all times retains the
right to substitute such information and assumptions as are determined by VHDA to be reasonable for the information and assumptions
provided herein as to costs (including development fees, profits, etc.), sources for funding, expected equity, etc. Accordingly, if the
development is selected by VHDA for a reservation of credits, the amount of such reservation may differ significantly from the amount you
compute below.
1. Total Development Costs (from VIII-A5, Column A page 20) $14,534,431
2. Less Total Sources of Funds (from VIII-B7 page 22) $5,610,322
3. Equals Equity Gap $8,924,109
4. Divided by Net Equity Factor (VIII-C7 page 22) 84.99%

(Percent of 10-year credit expected to be raised as equity investment)
5. Equals Ten-Year Credit Amount Needed to Fund Gap $10,500,002
Divided by ten years 10
6. Equals Annual Tax Credit Required to Fund the Equity Gap $1,050,000
7. The Maximum Allowable Credit Amount $1,095,911

(from VIII-A12-combined figure)
(This amount must be equal to or more than 6 above)
8. Reservation Amount (Lesser of 6 or 7 above)

Credit per Unit 8,750 Combined 30% & 70% PV Credit
Credit per Bedroom 3,697 $1,050,000

Comprised of
$0 and $ 1,050,000
30% PV Credit 70% PV Credit
(Based on same relative percentages as VIII-A12)
E. Attorney’s Opinion Goal Seek Function

Attached in Mandatory TAB W) If you incur the error message that your reservation amount is not equal
to the equity gap amount you may use the goal seek function within the Excel
spreadsheet to eliminate the error message. To use the “Goal Seek” function first
place the curser box on cell V28. Using the mouse arrow, point and click on
“Tools” on the top line and then click on the “Goal Seek” option. A box will
appear with the V28 cell shown in the top space, place the cursor in the middle
box and type in the new amount that you want the equity gap to be which should
be the reservation amount below, then place the cursor in the bottom space and at
the bottom of the page click on page 22. Then place the cursor on cell N15
(Deferred Developer Fee) and click on “OK”. A message should then appear that
a solution has been found and if the amount is correct click “OK”. If the amounts
are now equal the error message will disappear.
2009 Page 26
F. Statement of Owner
The undersigned hereby acknowledges the following:
1. that, to the best of its knowledge and belief, all factual information provided herein or in connection
herewith is true and correct, and all estimates are reasonable.
2. that it will at all times indemnify and hold harmless VHDA and its assigns against all losses, costs,
damages, VHDA's expenses, and liabilities of any nature directly or indirectly resulting from, arising out of,
or relating to VHDA's acceptance, consideration, approval, or disapproval of this reservation request and
the issuance or nonissuance of an allocation of credits, grants and/or loan funds in connection herewith.
3. that points will be assigned only for representations made herein for which satisfactory documentation is
submitted herewith and that no revised representations may be made in connection with this application
once the deadline for applications has passed.
4. that this application form, provided by VHDA to applicants for tax credits, including all sections herein
relative to basis, credit calculations, and determination of the amount of the credit necessary to make the
development financially feasible, is provided only for the convenience of VHDA in reviewing reservation
requests; that completion hereof in no way guarantees eligibility for the credits or ensures that the amount
of credits applied for has been computed in accordance with IRC requirements; and that any notations
herein describing IRC requirements are offered only as general guides and not as legal authority.
5. that the undersigned is responsible for ensuring that the proposed development will be comprised of
qualified low-income buildings and that it will in all respects satisfy all applicable requirements of federal
tax law and any other requirements imposed upon it by VHDA prior to allocation, should one be issued.
6. that, for the purposes of reviewing this application, VHDA is entitled to rely upon representations of the
undersigned as to the inclusion of costs in eligible basis and as to all of the figures and calculations relative
to the determination of qualified basis for the development as a whole and/or each building therein
individually as well as the amounts and types of credit applicable thereof, but that the issuance of a
reservation based on such representation in no way warrants their correctness or compliance with IRC
requirements.
7. that VHDA may request or require changes in the information submitted herewith, may substitute its own
figures which it deems reasonable for any or all figures provided herein by the undersigned and may reserve
credits, if any, in an amount significantly different from the amount requested.
8. that reservations of credits are not transferable without prior written approval by VHDA at its sole
discretion.
2009 Page 27
2009 LIHTC SELF SCORE SHEET:
Self Scoring Process
This worksheet is intended to provide you with an estimate of your application score based on the selection criteria described in the
QAP. Most of the data used in the scoring process is automatically entered below as you fill in the application. Other items,
denoted below in the green shaded cells, are items that are typically evaluated by VHDA’s staff during the application review and
feasibility analysis. For purposes of self scoring, it will be necessary for you to make certain decisions and assumptions about your
application and enter the appropriate responses in the green shaded cells of this score sheet. All but two require yes/no responses,
in which case enter Y or N as appropriate. Item 2b pertaining to the Local CEO Letter will require one of the following responses: Y
– the letter indicates unconditional support; N – the letter indicates opposition to the project; NC – no comment from the locality, or
any other response which is neither unconditional support nor opposition. Item 5e1 requires a numeric value to be entered. Please
remember that the score is only an estimate based on the selection criteria using the reservation application data and the
responses you’ve entered on this score sheet. VHDA reserves the right to change application data and/or score sheet responses
where appropriate, which may change the final score.
MANDATORY ITEMS: Score

a. Signed, completed application Y Y or N 0
b. Duplicate copy of application Y Y or N 0
c. Partnership agreement Y Y or N 0
d. SCC Certification Y Y or N 0
e. Previous participation form Y Y or N 0
f. Site control document Y Y or N 0
g. Architect's Certification Y Y or N 0
h. Attorney's opinion Y Y or N 0
i. Nonprofit questionnaire (if NP) Y Y, N, N/A 0
0.00
1. READINESS:
a. Plan of development N 0 or 40 0.00
b. Zoning approval Y 0 or 40 40.00
Total: 40.00
2. HOUSING NEEDS CHARACTERISTICS:

a. VHDA notification letter to CEO Y 0 or -50 0.00
b. Local CEO letter (Y,NC,N) Y 0 or 25 or 50 50.00
c. Location in a revitalization area N 0 or 30 0.00
d. Location in a Qualified Census Tract N 0 or 5 0.00
e. Sec 8 or PHA waiting list preference Y 0 or 10 10.00
f. Subsidized funding commitments 0.00% Up to 40 0.00
g. Existing RD, HUD Section 8 or 236 program N 0 or 20 0.00
h. Tax abatement or new project based rental subsidy (HUD or RD) N 0 or 10 0.00
i. Census tract with <10% poverty rate, no tax credit units N 0 or 25 0.00
j. Development listed on the Rural Development Rehab Priority List N 0 or 15 0.00
Total 60.00
3. DEVELOPMENT CHARACTERISTICS:
a. Unit size (See calculations below) Up to 100 100.00
b. Amenities (See calculations below) Up to 60 58.40
c. Project subsidies/HUD 504 accessibility for 5 or 10% of units N 0 or 50 0.00
or d. HCV payment standard/HUD 504 accessibility for 5 or 10% of units N 0 or 30 0.00
or e. HUD 504 accessibility for 4% of units N 0 or 15 0.00
f. Proximity to public transportation N 0, 10 or 20 0.00
g. Development will be Earthcraft or LEED certified N 0 or 30 0.00
h. VHDA Certified Property Management Agent Y 0 or 25 25.00
i. Units constructed to meet VHDA's Universal Design standards 37% Up to 15 5.50
j. Developments with less than 100 units Up to 20 0.00
Total 188.90
4. TENANT POPULATION CHARACTERISTICS:

a. <= 20% of units having 1 or less bedrooms Y 0 or 15 15.00
b. Percent of units with 3 or more bedrooms 36.67% Up to 15 15.00
Total 30.00
5. SPONSOR CHARACTERISTICS:
a. Developer experience - 3 developments with 3 x units or 6 developments with 1 x units Y 0 or 50 50.00
or b. Developer experience - 1 development with 1 x units N 0 or 10 0.00
c. Developer experience - uncorrected major violation N 0 or -50 0.00
d. Developer experience - noncompliance Enter Total Negative N 0 or -15 0.00
e1. Developer experience - did not build as represented Points Here: 0 0 or -x 0.00
e2. Developer experience - termination of credits by VHDA N 0 or -10 0.00
f. Management company rated unsatisfactory N 0 or -25 0.00
g. LEED accredited design team member Y 0 or 10 10.00
Total 60.00
2009
6. EFFICIENT USE OF RESOURCES:
a. Credit per unit If #N/A or #REF! appears in the score column of these point Up to 180 101.33
b. Cost per unit categories check spelling of Clerk's Office on pg 1. It must match Up to 75 37.39
Total exactly with the Jurisdiction names listed in the Application Manual. 138.71
7. BONUS POINTS: Locality AMI State AMI

a. Units with rents at or below 40% of AMI $65,100 $50,600 0% Up to 10 0.00
b. Units with rent and income at or below 50% of AMI 92% Up to 50 45.83
or c. Units with rents at or below 50% rented to tenants at or below 60% of AMI 92% Up to 25 0.00
or d. Units in Low Income Jurisdictions with rents <= 50% rented to tenants with <= 60% of AMI 92% Up to 50 0.00
e. Extended compliance 35 Years 40 or 50 50.00
or f. Nonprofit or LHA purchase option N 0 or 60 0.00
or g. Nonprofit or LHA Home Ownership option N 0 or 5 0.00
Total 95.83
500 Point Threshold - 9% Credits TOTAL SCORE: 613.45

475 Point Threshold - Tax Exempt Bond Credits
Unit Size Calculations:

E-AS LVG E-EFF E-1 BDRM E-2 BDRM
High Sq.Ft. / BDRM 0 0 0 0
Low Sq.Ft. / BDRM 0 0 0 0
Project Sq.Ft. / BDRM 0 0 0 0
Percentage of Units 0.00% 0.00% 0.00% 0.00%
Points per Bedroom 0.00 0.00 0.00 0.00
F-EFF-G F-1 BDRM-G F-2 BDRM-G F-3 BDRM-G

High Sq.Ft. / BDRM 0 0 1,050 1,175
Low Sq.Ft. / BDRM 0 0 840 940
Project Sq.Ft. / BDRM 0 0 1,067 1,191
F-4 BDRM-G F-2 BDRM-TH F-3 BDRM-TH F-4 BDRM-TH

High Sq.Ft. / BDRM 0 0 0 0
Low Sq.Ft. / BDRM 0 0 0 0
Project Sq.Ft. / BDRM 0 0 0 0
1 ST ELD-EFF 1 ST ELD-1 BDRM 1 ST ELD-2 BDRM If you do not receive a numeric point value
High Sq.Ft. / BDRM 0 0 0 in the unit size calculations, please
Low Sq.Ft. / BDRM 0 0 0 check the values entered on page 8, C1.
Project Sq.Ft. / BDRM 0 0 0 These must be whole number numeric
Percentage of Units 0.00% 0.00% 0.00% values only. Also check page 7, item 3,
Points per Bedroom 0.00 0.00 0.00 the number of units must be either new,
adapt or rehab only. Combinations do
Total Unit Size Points: 100.00 not calculate correctly.
Amenities:
All units have:
a. 1.5 or 2 Bathrooms 100.00% 15.00
b. Community Room 5.00
c. Brick Walls 47.00% 9.40
d. Kitchen/Laundry Appl-Energy Star 5.00
e. Windows-Energy Star 5.00
f. Heat/AC-SEER-AFUE 10.00
g. Sub-metered water expense 5.00
h. Low flow faucets & showerheads 3.00
i. High speed cable, DSL, wireless internet 1.00
j. Water heaters meet EPA Energy Star requirements 0.00
Total 58.40
All elderly units have:
a. Front-control ranges 0.00
b. Emergency call system 0.00
c. Independent/suppl. heat source 0.00
d. Two eye viewers 0.00
Total 0.00
All rehab or adaptive reuse units:

b. Historic structure 0.00
Total amenities: 58.40
2009
$/SF = $95.09 Credits/SF = $7.87 Const $/unit = $83,684
TYPE OF PROJECT FAMILY = 11000; ELDERLY = 12000 11000 If an ERROR message appears here check
LOCATION BELT=100; NVM=110; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=510; RUR=600 400 spelling of Clerk's Office on pg 1. It must
TYPE OF CONSTRUCTION N C=1; ADPT=2;REHAB(25,000+)=3; REHAB(15,000-25,000)=4 1 match exactly with the Jurisdiction names
listed in the Application Manual.
ELDERLY
AS LVG EFF-E 1 BR-E 2 BR-E EFF-E-1 ST 1 BR-E-1 ST 2 BR-E-1 ST
AVG UNIT SIZE 0 0 0 0 0 0 0
NUMBER OF UNITS 0 0 0 0 0 0 0
PARAMETER-(COSTS=>25,000) 0 0 0 0 0 0 0
PARAMETER-(COSTS<25,000) 0 0 0 0 0 0 0
COST PARAMETER 0 0 0 0 0 0 0
PROJECT COST PER UNIT 0 0 0 0 0 0 0
PARAMETER-(CREDITS=>25,000) 0 0 0 0 0 0 0
PARAMETER-(CREDITS<25,000) 0 0 0 0 0 0 0
CREDIT PARAMETER 0 0 0 0 0 0 0
PROJECT CREDIT PER UNIT 0 0 0 0 0 0 0
COST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
CREDIT PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
FAMILY
EFF-G 1 BR-G 2 BR-G 3 BR-G 4 BR-G 2 BR-TH 3 BR-TH 4 BR-TH
AVG UNIT SIZE 0 0 1,067 1,191 0 0 0 0
NUMBER OF UNITS 0 0 76 44 0 0 0 0
PARAMETER-(COSTS=>25,000) 0 0 202,125 226,188 0 0 0 0

PARAMETER-(COSTS<25,000) 0 0 0 0 0 0 0 0
COST PARAMETER 0 0 202,125 226,188 0 0 0 0

PROJECT COST PER UNIT 0 0 101,470 113,244 0 0 0 0
PARAMETER-(CREDITS=>25,000) 0 0 19,184 21,467 0 0 0 0

PARAMETER-(CREDITS<25,000) 0 0 0 0 0 0 0 0
CREDIT PARAMETER 0 0 19,184 21,467 0 0 0 0

PROJECT CREDIT PER UNIT 0 0 8,393 9,367 0 0 0 0
COST PER UNIT POINTS 0.00 0.00 23.65 13.73 0.00 0.00 0.00 0.00
CREDIT PER UNIT POINTS 0.00 0.00 64.13 37.20 0.00 0.00 0.00 0.00
TOTAL COST PER UNIT POINTS 37.39
TOTAL CREDIT PER UNIT POINTS 101.33
Cost Parameters - Elderly

Standard Cost Parameter - low rise 0 0 0 0 0 0 0
Parameter Adjustment - mid rise 0 0 0 0 0 0 0
Parameter Adjustment - high rise 0 0 0 0 0 0 0
Adjusted Cost Parameter 0 0 0 0 0 0 0
Credit Parameters - Elderly

Standard Credit Parameter - low rise 0 0 0 0 0 0 0
Adjusted Credit Parameter 0 0 0 0 0 0 0
Cost Parameters - Family

Standard Parameter - low rise 0 0 202,125 226,188 0 0 0 0
Parameter Adjustment - mid rise 0 0 0 0 0 0 0 0
Parameter Adjustment - high rise 0 0 0 0 0 0 0 0
Adjusted Cost Parameter 0 0 202,125 226,188 0 0 0 0
Credit Parameters - Family

Standard Credit Parameter - low rise 0 0 19,184 21,467 0 0 0 0
Adjusted Credit Parameter 0 0 19,184 21,467 0 0 0 0
2009
$/SF = $95.09 Credits/SF = $7.87 Const $/unit = $83,684
TYPE OF PROJECT FAMILY = 11000; ELDERLY = 12000 11000 If an ERROR message appears here check
LOCATION BELT=100; NVM=110; NVNM=200; RIC=300; TID=400; SMA=500; SMA-C=510; RUR=600 400 spelling of Clerk's Office on pg 1. It must
TYPE OF CONSTRUCTION N C=1; ADPT=2;REHAB(25,000+)=3; REHAB(10,000-25,000)=4 1 match exactly with the Jurisdiction names
listed in the Application Manual.
ELDERLY
AVG UNIT SIZE 0 0 0 0 0 0 0
NUMBER OF UNITS 0 0 0 0 0 0 0
PARAMETER-(COSTS=>25,000) 0 0 0 0 0 0 0
PARAMETER-(COSTS<25,000) 0 0 0 0 0 0 0
COST PARAMETER 0 0 0 0 0 0 0
PROJECT COST PER UNIT 0 0 0 0 0 0 0
PARAMETER-(CREDITS=>25,000) 0 0 0 0 0 0 0
PARAMETER-(CREDITS<25,000) 0 0 0 0 0 0 0
CREDIT PARAMETER 0 0 0 0 0 0 0
PROJECT CREDIT PER UNIT 0 0 0 0 0 0 0
COST PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
CREDIT PER UNIT POINTS 0.00 0.00 0.00 0.00 0.00 0.00 0.00
FAMILY
AVG UNIT SIZE 0 0 1,067 1,191 0 0 0 0
NUMBER OF UNITS 0 0 76 44 0 0 0 0
PARAMETER-(COSTS=>25,000) 0 0 202,125 226,188 0 0 0 0

PARAMETER-(COSTS<25,000) 0 0 0 0 0 0 0 0
COST PARAMETER 0 0 202,125 226,188 0 0 0 0

PROJECT COST PER UNIT 0 0 101,470 113,244 0 0 0 0
PARAMETER-(CREDITS=>25,000) 0 0 19,184 21,467 0 0 0 0

PARAMETER-(CREDITS<25,000) 0 0 0 0 0 0 0 0
CREDIT PARAMETER 0 0 19,184 21,467 0 0 0 0

PROJECT CREDIT PER UNIT 0 0 8,393 9,367 0 0 0 0
COST PER UNIT POINTS 0.00 0.00 23.65 13.73 0.00 0.00 0.00 0.00
CREDIT PER UNIT POINTS 0.00 0.00 64.13 37.20 0.00 0.00 0.00 0.00
TOTAL COST PER UNIT POINTS 37.39
TOTAL CREDIT PER UNIT POINTS 101.33
Cost Parameters - Elderly

Standard Cost Parameter - low rise 0 0 0 0 0 0 0
Adjusted Cost Parameter 0 0 0 0 0 0 0
Credit Parameters - Elderly

Standard Credit Parameter - low rise 0 0 0 0 0 0 0
Adjusted Credit Parameter 0 0 0 0 0 0 0
Cost Parameters - Family

Standard Parameter - low rise 0 0 202,125 226,188 0 0 0 0
Adjusted Cost Parameter 0 0 202,125 226,188 0 0 0 0
Credit Parameters - Family

Standard Credit Parameter - low rise 0 0 19,184 21,467 0 0 0 0
Adjusted Credit Parameter 0 0 19,184 21,467 0 0 0 0
2009
TAB A
(Documentation of Development Location)
TAB A.1
(Qualified Census Tract Certification)
TAB A.2
(Revitalization Area Certification)
Location Map
Surveyor’s Certification of Proximity
To Public Transportation
TAB B
(Partnership or Operating Agreement)

Amended and Restated
Operating Agreement of
Belle Hall GP, LLC
(the General Partner in Belle Hall Apartments, L.P. )

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
BELLE HALL GP, LLC
February 15, 2007

TABLE OF CONTENTS
1. FORM.ATIO·N AND TERM 6

1.1 FORMAnON 6
1.2 TERM 6
2. DEFINITIONS 7
2.1 ACT 7
2.2 AFFILIATE OR AFFILIATED PERSON 7
2.3 AGREEMENT 7
2.4 BANKRUPTCY 7
2.5 CAPITAL ACCOUNT 8
2.6 CAPITAL CONTRIBUTION 8
2.7 CODE 8
2.8 COMPANY : 8
2.9 DISPOSITION 8
2.10 FAIRMARKETVALUE 9
2.11 GAIN OR Loss FROM SALE 9
2.12 GRANTOR TRUST 9
2.13 INTEREST 9
2.14 MANAGER 9
2.15 MAJOR DECISION 9
2.16 MEMBERS 9
2.17 MINIMUM GAIN 9
2.18 NET CASH FLOW 10
2.19 NET INCOME OR NET Loss 10
2.20 NET PROCEEDS FROM FINANCING 10
2.21 NET PROCEEDS FROM SALE 10
2.22 PARCEL , 10
2.23 PERSON 11
2.24 PRIME RATE 11
2.25 PROJECT 11
2.26 PROPERTY 11
2.27 REGULATIONS 11
2.28 SUCCESSOR-IN-INTEREST 11
2.29 UNRETURNED CAPITAL CONTRIBUTIONS 11
3. NAME, OFFICE OF THE COMPANY AND REGISTERED AGENT 12
3.1 NAME 12
3.2 OFFICEOFTHECOMPANY 12
3.3 REGISTERED AGENT 12
2
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4. BUSINESS OF THE COMPANY 12
4.1 PURPOSE OF THE COMPANY 12
5. MEMBERS, INTEREST AND CAPITAL 13
5.1 MEMBERS AND INTERESTS 13
5.2 CAPITAL CONTRffiUTIONS 13
5.3 ACQUISITION AND DEVELOPMENT LOANS 13
5.4 ADDITIONAL CAPITAL CONTRffiUTIONS 13
5.5 REMEDIES FOR FAILURE TO MAKE REQUIRED CAPITAL CONTRIBUTIONS 14
5.6 No THIRD PARTY BENEFICIARIES 16
5.7 CAPITAL ACCOUNTS 16
5.8 ADDITIONAL PROVISIONS ON CAPITAL AND OBLIGATIONS OF MEMBERS 16
6. ALLOCATION OF INCOME AND LOSS 17
6.1 DETERMINATION 17
6.2 ALLOCATION OF NET INCOME AND GAIN FROM SALE 17
6.3 ALLOCATION OF NET Loss AND Loss FROM SALE .17
6.4 SPECIAL ALLOCATIONS OF LOSSES 17
6.5 REGULATORY ALLOCATIONS 18
6.6 PRORATES 20
7. DISTRIBUTIONS 20
7.1 DISTRffiUTIONS OF NET CASH FLOW, NET PROCEEDS FROM SALE OR FINANCING .20
7.2 AMOUNTS WITHHELD 21
7.3 RESTRICTIONS 21
8. MANAGEMENT OF THE COMPANY 21
8.1 MANAGEMENT BY MANAGER 21
8.2 THIRD PARTY RELIANCE 23
8.3 DUTIES OF MANAGER 23
8.4 MANAGER'S LIABILITY 23
8.5 REIMBURSEMENT; COMPENSATION 23
9. MEMBER MEETINGS 23
9.1 MEETINGS 23
9.2 NOTICE OF MEETINGS 24
9.3 RECORD DATE 24
9.4 QUORUM AND VOTING 24
9.5 MEETINGS WITHOUT NOTICE : 24
9.6 ACTIONS WITHOUT MEETING 24
3
II 73820vl
10. BUSINESS'DEALINGS WITH MEMBERS AND AFFILIATES 24
11. AUTHORITY OF THE MEMBERS TO ENGAGE IN OTHER BUSINESSES..... 25
12. ACCOUNTS, BOOKS, RECORDS, ACCOUNTING, REPORTS AND TAX

MATTERS 25
12.1 BANK ACCOUNTS 25
12.2 BOOKS AND RECORDS 26
12.3 ACCOUNTING INFORMATION 26
12.4 TAX INFORMATION 26
12.5 TAX ELECTIONS 26
12.6 TAX MATTERS PARTNER 27
13. INDEMNIFICATION AND EXCULPATION OF MEMBERS AND
MANAGERS 27
13.1 INDEMNIFICATION 27
13.2 EXCULPATION 27
14. TRANSFER OF COMPANY INTERESTS 27
14.1 LIMITATIONS 27
14.2 SUBSTITUTED MEMBERS 28
15. DEATH, INCOMPETENCY, BANKRUPTCY OR TERMINATION OF A
MEMBER. 30
15.1 EVENTS 30
15.2 PURCHASE PRICE 30
15.3 TERMS .30
15.4 SALE BY SUCCESSOR-IN-INTEREST .31
16. TERMINATION 31
16.1 EVENTS CAUSING DISSOLUTION AND WINDING UP 31
16.2 ELECTION TO CONTINUE COMPANY .32
16.3 WINDING UP COMPANY AFFAIRS 32
17. FIDUCIARY DUTY 33
18. AMENDMENTS 33
19. BUY-SELL PROCEDURES 33

19.1 INVOCATION OF BUY-SELL PROCEDURE 33
19.2 NOTICE OF MEMBER'S ELECTION TO PURCHASE OR SELL. 33
19.3 BUY-SELL PRICE 34
19.4 CLOSING 34
4
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20. MISCELLANEOUS 34
20.1 GoVERNING LA w 34
20.2 CAPTIONS 34
20.3 CONSTRUCTION 35
20.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 35
20.5 SEVERABILITY 35
20.6 SUCCESSORS 35
20.7 EXECUTION AND COUNTERPARTS 35
20.8 ENTIRE AGREEMENT 35
21. MANAGER AS ATTORNEy-IN-FACT 36
21.1 APPOINTMENT OF MANAGER AS ATTORNEY-IN-FACT 36
21.2 IRREVOCABLE APpOINTMENTS 36
22. NOTICES 37
22.1 ADDRESSES 37
22.2 COMMUNICATIONS 37
22.3 EFFECTIVE DATE 37
23. VHDA REQUIREMENTS 37
5
1113820\'1
AMENDED AND RESTATED
OPERATING AGREEMENT
OF
BELLE HALL GP, LLC
THIS AMENDED AND RESTATED OPERATING AGREEMENT of Belle Hall GP,

LLC, a Virginia limited liability company (the "Company"), is made as of February 15, 2007, by
and among the Company and its members, Steven E. Lawson and Carl L. Hardee (collectively,
together with any future members of the Company, the "Members").
WHEREAS, The Company was formed on February 8, 2006, to Serve as the sole General
Partner of Belle Hall Apartments, L.P.; and
WHEREAS, when the Company was formed and its Operating Agreement adopted,
Steven E. Lawson was the sole member ofthe Company; and
WHEREAS, Steven E. Lawson has consented to the admission of Carl L. Hardee as an

additional Member of the Company pursuant to Section 7.1 of the Company's Operating
Agreement dated February 8, 2006 (the "Operating Agreement"); and
WHEREAS, Section 10.2 of the Operating Agreement requires the Operating Agreement
to be amended upon the admission of an additional Member or Members; and
WHEREAS, the Members desire to amend and restate the Operating Agreement as set
forth herein.
NOW, THEREFORE, the parties agree as follows:
1. CONTINUATION AND TERM.
1.1 Continuation.
The Members desire to continue the Company which was have formed as a limited
liability company pursuant to the Virginia Limited Liability Company Act (the "Act") by filing
Articles of Organization with the Virginia State Corporation Commission on February 8, 2006.
The rights and liabilities ofthe Members shall be as provided in the Act, except as otherwise
provided herein.
1.2 Term.
The Company shall continue until terminated in accordance with this Agreement.
6
1173820vl
2. DEFINITIONS.
The following terms used in this Agreement shall (unless othetwise expressly provided
herein or unless the context otherwise requires) have the following meanings:
2.1 Act.
The Virginia Limited Liability Company Act, as set forth in the Code of Virginia, as it
may be amended or superseded from time to time.
2.2 Affiliate or Affiliated Person.

When used with reference to a specified Person:
(A) Any Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the specified Person;
(B) Any Person that is an officer, director or manager of, partner, shareholder,
member or owner in, or serves in a similar capacity with respect to, the specified Person
or of which the specified Person is an officer, director, manager, partner, shareholder,
member, owner or trustee, or with respect to which the specified Person serves in a
similar capacity;
(C) Any Person that, directly or indirectly, is the beneficial owner of 10

percent or more of any class of equity securities of, or otherwise has a substantial
beneficial interest in, the specified Person or of which the specified Person is directly or
indirectly the owner of 10 percent or more of any class of equity securities or in which
the specified Person has a substantial beneficial interest; and
(D) Any relative or spouse of the specified Person.
2.3 Agreement.
This Operating Agreement, as originally executed and as amended from time to
time, as the context requires.
2.4 Bankruptcy.
(A) The filing of an application by a Member for, or his or its consent to, the
appointment of a trustee, receiver, or custodian of his or its assets;
(B) The entry of an order for relief with respect to a Member in proceedings
under the United States Bankruptcy Code, as amended or superseded from time to time;
1173820vl
7
(C) The making by a Member of a general assignment for the benefit of
creditors;
(D) The entry of an order, judgment or decree by any court of competent

jurisdiction appointing a trustee, receiver or custodian of the assets of a Member unless
the proceedings and the Person appointed are dismissed within ninety (90) days;
(E) The failure by a Member generally to pay his or its debts as they become
due within the meaning of Section 303(h)(1) of the United States Banlcruptcy Code, as
determined by the Banlcruptcy Court, or the admission in writing by a Member of his or
its inability to pay such debts as they become due; or
(F) A Member's suffering or permitting his or its Interest to become subject to

the enforcement of any rights of a creditor of that Member, whether arising out of an
attempted charge upon that Member's Interest by judicial process or otherwise, if such
Member fails to effectuate the release of such rights by legal process, bonding or
otherwise, within ninety (90) days after actual notice of the action giving rise to such
rights.
2.5 Capital Account.

As of any date, the capital account maintained for each Member under Section 5
hereof.
2.6 Capital Contribution.

The total amount of money and the agreed upon fair market value of property
contributed to the Company by a Member or his or its predecessor-in-interest on the date
of contribution, net of liabilities secured by that contributed property that the Company is
considered to assume or to be subject to under Section 752 of the Code. A Member's
Capital Contribution shall include his original Capital Contribution set forth on Schedule
5.2 and any Additional Capital Contributions made to the Company after the date hereof.
2.7 Code.
The 1986 Internal Revenue Code, as amended from time to time.
2.8 Company.
Belle Hall GP, LLC, a Virginia limited liability company.
2.9 Disposition.
The sale, assignment, transfer, exchange or other disposition of an Interest, in any
manner, whether voluntary or involuntary, or by operation of law or otherwise.
1173&20vl
8
2.10 Fair Market Value.
At any time when a determination of "fair market value" of Interests is required
under this Agreement, the Manager, in conjunction with the Company's accountant, shall
make such determination in good faith, provided that any Member or legal representative
of a Member affected by such determination shall have the right to cause the Company to
engage an independent qualified appraiser to make the valuation. The cost of any such
valuation shall be borne by the Company.
2.11 Gain or Loss from Sale.

Any gain or loss for federal income tax purposes resulting from the sale or other
disposition of the assets of the Company not in the ordinary course of the Company's
business.
2.12 Grantor Trust.

A trust all of which is treated under Code §§ 671-678 as owned by one individual
on the date a Member assigns his Interest to the Trust.
2.13 Interest.
The ownership interest, expressed as a percentage, of a Member in the Company
as set forth in Section 5.1 hereof, including the right of the Member to any and all
benefits to which the Member is entitled and the obligations to which the Member is
subject under this Agreement.
2.14 Manager.
Any Member or non-Member appointed pursuant to Section 8 hereof.
2.15 Major Decision.

Approval by Members holding at least 65% ofInterests. See Section 9.4.
2.16 Members.
Those Persons identified in Section 5.1 of this Agreement as Members, and any
Person admitted as an additional Member or a substituted Member under this Agreement.
2.17 Minimum Gain.

As of any date, the amount determined under the Code Section 704(b)
Regulations by computing with respect to each nonrecourse liability of the Company, the
amount of gain (of whatever character), if any, that would be realized by the Company if
it disposed of the Company property subject to that liability for no consideration other
than full satisfaction of the liability and by then aggregating the separately computed
gains.
1173820vl
9
2.18 Net Cash Flow.
For any given fiscal year of the Company, the amount by which the gross cash
receipts ofthe Company (including, without limitation, receipts from operations for such
fiscal year) exceed the sum of (a) all cash operating expenses of the Company for such
fiscal year; (b) debt service payments made during such fiscal year on all indebtedness of
the Company; (c) payments made during such fiscal year on account ofthe development
or improvement of assets or property ofthe Company; and (d) all amounts allocated
during such fiscal year to reserves established by action ofthe Manager or as may be
required by the terms of any financing obtained by the Company to meet the reasonable
working capital needs of the Company, capital improvement and replacement
requirements of the Company and to reserves for unknown or unfixed liabilities or
contingencies of the Company; provided, however, Net Cash Flow shall not include items
of Net Proceeds from Financing or Net Proceeds from Sale.
2.19 Net Income or Net Loss.

The income or loss, as the case may be, of the Company for a period of time
determined in accordance with Code §703(a)(I), including each item of income, gain,
loss or deduction required to be separately stated, but excluding Gain or Loss from Sale
and items specifically allocated under Section 6 hereof.
2.20 Net Proceeds from Financing.

Net cash realized by the Company from borrowing by the Company or
refinancing of indebtedness of the Company, reduced by (a) all expenses related to the
borrowing or refinancing, (b) the amount applied, at the sole discretion of the Manager,
toward the payment of any indebtedness of the Company, and (c) reasonable reserves, as
determined by the Manager in the reasonable exercise of his discretion, to satisfy other
obligations of the Company or anticipated capital expenditures.
2.21 Net Proceeds from Sale.

Net cash realized by the Company from the sale, exchange, condemnation, or
other disposition of all or any Parcel which is a part of the Property or other capital assets
of the Company or from policies of insurance for damage to, or destruction of, or defects
oftitle to, capital assets (but if insurance proceeds are applied, or are to be applied, to
repairing or replacing the assets damaged or destroyed or curing defects of title, only to
the extent those proceeds exceed the actual or estimated costs thereof), reduced by (a) all
expenses related to the transaction or recovery of the insurance proceeds, (b) the amount
applied toward the payment of any indebtedness of the Company secured by the Parcel or
capital asset, and (c) reasonable reserves, as determined by the Manager in the reasonable
exercise of his discretion, to satisfy other obligations ofthe Company or anticipated
capital expenditures.
2.22 Partnership.
Belle Hall Apartments, L.P.
II 73820v1
10
2.23 Person.
An individual, proprietorship, trust, estate, partnership, joint venture, association,
limited liability company, corporation, or other entity.
2.24 Prime Rate.

The prime rate (or base rate) reported in the "Money Rates" column or section of
The Wall Street Journal as being the base rate on corporate loans at larger U.S. Money
Center banks on the first date on which The Wall Street Journal is published in each
month. In the event The Wall Street Journal ceases publication ofthe Prime Rate, then
the "Prime Rate" shall mean the "prime rate" or "base rate" announced by the bank with
which the Company has its principal banking relationship (whether or not such rate has
actually been charged by that bank) or as otherwise designated by the Manager as the
bank whose "Prime Rate" or "Base Rate" shall be used for this purpose. In the event that
bank discontinues the practice of announcing that rate, Prime Rate shall mean the highest
rate charged by that bank on short-term, unsecured loans to its most credit-worthy large
compames.
2.25 Project.
Property (as defmed herein) upon which the Partnership will demolish existing
buildings and improvements and develop, lease, operate, maintain and eventually sell a
multi-family housing development.
2.26 Property.
The land located in the City of Portsmouth, Virginia, upon which the Project will
be developed.
2.27 Regulations.
The Federal income tax regulations issued under the Code, as amended from time
to time.
2.28 Successor-in-Interest.
The Person who succeeds to an Interest upon the death, incompetency,
dissolution, termination or Bankruptcy of a Member.
2.29 Unreturned Capital Contributions.

At any time during the term of this Agreement, a Member's total Capital
Contributions less the aggregate distributions made to such Member pursuant to Sections
7.1 and 7.2.
I 173820vl
11
3. NAME, OFFICE OF THE COMPANY AND REGISTERED AGENT.
3.1 Name.
The name of the Company is Belle Hall GP, LLC. The business ofthe Company
may be conducted under such trade or fictitious names as the Manager may determine.
3.2 Office of the Company.

The principal place ofbusiness ofthe Company shall be 373 Edwin Drive,
Virginia Beach, VA 23462.
3.3 Registered Agent.

The Company's initial registered agent for service of process shall be Howard E.
Gordon, Williams Mullen, P.C., 999 Waterside Drive, Suite 1700, Norfolk, Virginia
23510, or such other Person as the Managers may designate.
4. BUSINESS OF THE COMPANY.
4.1 Purpose of the Company.

The purpose ofthe Company is to serve as the General Partner of Belle Hall
Apartments, L.P. The Company covenants:
(A) To maintain its assets, accounts, books, records, financial statements,

stationery, invoices, and checks separate from and not commingled with of those of any
other person or entity;
(B) To conduct its business in its own name, pay its own liabilities out of its
own funds, pay the salaries of its own employees, allocate fairly and reasonably any
overhead for shared employees and office space and to maintain an arm's-length
relationship with its Affiliates;
(C) To hold itself out as a separate entity, correct any known

misunderstanding regarding its separate identity, maintain adequate capital in light of its
contemplated business operations and observe all organizational formalities;
(D) Unless approved by Major Decision, not to guarantee or become obligated

for the debts of any other entity or Person or hold out its credit as being available to
satisfy the obligations of others, including not acquiring obligations or securities of its
partners, members or shareholders; and
II 13820vl
12
(E) Unless approved by Major Decision, not to pledge its assets for the benefit
of any other entity or Person or make any loans or advances to any Person or entity.
5. MEMBERS, INTEREST AND CAPITAL.
5.1 Members and Interests.

The names and Interests ofthe Members are as follows:
NAME INTEREST
Steven E. Lawson 90%

Carl L. Hardee 10%
Total 100%
5.2 Capital Contributions.

The Members have made or shall timely make the original Capital Contributions
as shown on Schedule 5.2 attached hereto. Each Member shall receive a credit to his or
its Capital Account in the amount set forth on Schedule 5.2 for his or its original Capital
Contribution. Each Member shall be required to make all Additional Capital
Contributions (as defined below) called for in the percentage shown in Section 5.1,
regardless of any adjustment in the Members' Interests resulting from a Member's failure
to make an Additional Capital Contribution.
5.3 Acquisition and Development Loans.

The Company, on behalf of the Partnership, shall apply for and diligently pursue
financing for the acquisition and development or rehabilitation of the Property by
obtaining a loan or loans in the maximum amounts reasonably available. To the extent
required by the lender(s), the Members shall enter into Guaranty Agreements relating to
the acquisition and development loan(s) and shall promptly provide financial statements
and related information as may be required by the lender(s) to underwrite and approve the
loan(s) to the Partnership.
5.4 Additional Capital Contributions.
(A) The Members intend that the Partnership borrow funds to finance
acquisition of the Property and costs related to the development of the Project. To the
extent, however, that borrowings are not available to fund these costs, Steven E. Lawson,
as Manager may make one or more calls for, and each Member shall, on such dates as
determined by Steven E. Lawson, contribute his or its pro-rata share of all funds required
by the Partnership to pay the costs of (i) acquiring the Property, (ii) development of the
1173820vl
13
Property, and (iii) any other costs ofthe Partnership not payable from the proceeds of the
loan(s).
(B) Other than the Initial Capital Contribution for each Member required in
Section 5.2 hereof and the Additional Capital Contribution for each Member as set forth
in Section 5 A(A) above (collectively referred to as "Required Capital Contributions") the
Members shall not be required to make any further Capital Contributions to the Company
except upon the call of the Manager, specifying the amount of the additional Capital
Contribution and the specific purpose for which such additional Capital Contribution
shall be used. The Required Capital Contributions shall be used by the Partnership solely
for Partnership purposes and for the payment of costs and expenses which cannot be paid
from the proceeds ofloans to the Partnership.
5.5 Remedies for Failure to Make Required Capital Contributions.

If a Member (a ''Noncontributing Member") fails for any reason to make a Capital
Contribution required under this Article 5, and such failure is not cured within thirty (30)
days following the giving of notice of such failure to the Noncontributing Member, the
Member or Members which have made his or its Additional Capital Contribution (a
"Contributing Member"), may at its option to be exercised within thirty (30) days after
the expiration of the thirty (30) day cure period, take the following actions:
(A) The Contributing Member may either (1) advance the required Capital
Contribution on behalf of the Noncontributing Member in accordance with the terms and
conditions provided in subparagraph (i) below or (2) make a Capital Contribution in the
place of the Noncontributing Member in accordance with the terms and conditions
provided in subparagraph (ii) below. The Additional Capital Contribution advanced by
the Contributing Member on behalf of the Noncontributing Member pursuant to
subparagraph (i) together with the same amount contributed by the Contributing Member
on its own behalf shall be referred to herein as a "Special Contribution."
(i) A Contributing Member may elect to advance funds to the

Company on behalf of a Noncontributing Member, which advance shall be considered a
full-recourse loan to the Noncontributing Member. The Noncontributing Member shall
execute and deliver to the Contributing Member a Capital Contribution Note in an
amount equal to such advance, which note shall be in form and content satisfactory to the
Contributing Member and shall be due and payable twelve (12) months after the date that
such advance is made, together with interest thereon compounded monthly at the Prime
Rate plus two (2) percentage points (the "Applicable Rate''). During any time that a
Capital Contribution Note is outstanding, the Company shall make distributions in
accordance with Article 7 below reflecting the Special Contribution made by the
Contributing Member, to be applied first to the payment of interest on and then to the
reduction of the principal amount of the Special Contribution. If the principal amount of
any Capital Contribution Note, together with all interest accrued thereon, is not paid in
HNI:408132.1
14
full at maturity, a-Contributing Member may convert the Capital Contribution Note to a
Capital Contribution in accordance with the terms and conditions provided in
subparagraph (ii) below or may bring an action against the Noncontributing Member for
the balance due on the Note, plus all interest accrued thereon, notwithstanding the fact
that the Company's affairs have not been wound up.
(ii) A Contributing Member may elect to make an Additional Capital

Contribution in the place of the Noncontributing Member, either initially or upon the
occurrence of a default in payment of a Capital Contribution Note. In such event the
amount of such Capital Contribution (including any accrued but unpaid interest on the
Capital Contribution Note) shall be converted into and shall become an additional Interest
in the Company. In that event and from and after the date the Contributing Member
makes a Capital Contribution in the place ofthe Noncontributing Member, the
Contributing Member's and the Noncontributing Member's shares of Profits and Losses
shall be recalculated to reflect their proportionate interests in the total amount of all
Capital Contributions made as of the date of the recalculation. For example, if the
Additional Capital Contribution required to be made by the Noncontributing Member
equals ten percent (10%) of the total of the original Capital Contributions plus all
Additional Capital Contributions and a conversion occurs in accordance with this
subparagraph, then the Noncontributing Member's Interest shall be reduced by ten
percent (10%) and the Contributing Member's Interest shall be increased by ten percent
(10%). The Noncontributing Member shall execute such documents as maybe necessary
to reflect the reallocation in Interests and in Profits and Losses and the Manager shall
promptly amend this Agreement to reflect the reallocation in the Members' Interests and
shares ofProfits and Losses. Upon its conversion in accordance with this subparagraph,
a Capital Contribution Note shall be deemed to be paid in full and the same shall be so
marked and delivered by the Contributing Member to the Noncontributing Member.
(B) If all Members refuse to make an Additional Capital Contribution, then the
Manager, if the funds needed by the Company as specified in the call for the Additional
Capital Contribution are not otherwise available, shall declare that an event has occurred
which permits the exercise ofthe remedies provided for in Article 19 hereof. Ifno
Member invokes the Buy-Sell Procedure by delivering the Election Notice within thirty
(30) days of the date the Manager declares that an event has occurred which permits the
exercise of the Buy-Sell Procedure, then such failure shall constitute the consent of the
Members to dissolve and wind up the Company in accordance with Section 16.1 hereof.
(C) A Noncontributing Member shall have no right to vote on any matter

which requires the approval or consent of the Members until the Capital Contribution
Note is paid in full, except that the Noncontributing Member shall retain the right to vote
on the terms of any new loans or loans which serve to refinance any then outstanding
loans which require the Guaranty of the Noncontributing Member.
1173820.1
15
5.6 No Third Party Beneficiaries.
The provisions of this Agreement are not intended to be for the benefit of any
creditor or other Person to whom any debts, liabilities or obligations are owed by (or who
otherwise has any claim against) the Company or any of the Members; and no creditor or
other Person shall obtain any right under any of the provisions ofthis Agreement or shall
make a claim in respect of any debt, liability or obligation (or otherwise) against the
Company or any ofthe Members.
5.7 Capital Accounts.

An individual Capital Account will be maintained for each Member. A Member's
Capital Account will be credited with all Capital Contributions made by the Member and
with all income and gain (including any income exempt from federal income tax)
allocated to the Member. A Member's Capital Account will be charged with the amount
of all distributions made to the Member and with all losses and deductions (including
deductions attributable to tax-exempt income) allocated to the Member. Members'
Capital Accounts will be maintained in accordance with the federal income tax
accounting principles prescribed in Treasury Regulation §1.704-1(b)(2)(iv) or any
successor prOVISIOn.
5.8 Additional Provisions on Capital and Obligations of Members.
(A) No Member shall be paid interest on his or its Capital Account.
(B) No Member shall have the right to demand and receive property other than
cash in return of his or its Capital Contributions.
(C) No Member or withdrawn Member shall have the right to demand and
receive cash or other property of the Company in return of his or its Capital Contributions
until the winding up and termination of the Company as described in Section 16 hereof.
(D) The liability of any Member for the losses, debts, liabilities and
obligations of the Company shall be limited to paying his or its Required Capital
Contributions when due under this Agreement, his or its share of any undistributed assets
of the Company, and (only to the extent required by the Act) any amounts previously
distributed to him or it from the Company.
1113820.1
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6. ALLOCAnON OF INCOME AND LOSS.
6.1 Determination.
The Net Income or Net Loss of the Company for each fiscal year will be
determined according to the accounting principles employed in the preparation of the
Company's federal income tax information return for that fiscal year. In computing Net
Income or Net Loss for purposes of allocation between Members, no special provision
will be made for tax-exempt or partially tax-exempt income ofthe Company, and all
items of the Company's income, gain, loss or deduction required to be separately stated
under Code §703(a)(1) will be included in the Net Income or Net Loss ofthe Company.
6.2 Allocation of Net Income and Gain from Sale.

After giving effect to the special allocations set forth in Sections 6.4 and 6.5, Net
Income and Gain from Sale shall be allocated as follows:
(A) First to the Members who have negative Capital Accounts immediately
preceding the transaction giving rise to the Net Income or Gain, in proportion to their
negative Capital Accounts, until all negative Capital Accounts have been increased to
zero; and
(B) The balance, if any, to the Members in proportion to their Interests.
6.3 Allocation of Net Loss and Loss from Sale.

After giving effect to the special allocations set forth in Sections 6.4 and 6.5, Net
Loss and Loss from Sale shall be allocated as follows:
(A) First, to the Members who have positive Capital Accounts immediately
preceding the transaction giving rise to the Net Loss or Loss from Sale, in proportion to
their positive Capital Accounts, until all positive Capital Accounts have been reduced to
zero; and
(B) The balance, if any, to the Members in proportion to their Interests.
6.4 Special Allocations of Losses.

Notwithstanding the provisions of the section ofthis Agreement relating to
allocation of Net Income and Net Loss, no allocation of Net Loss of the Company may be
made to any Member to the extent that the allocation would cause the Member to have a
negative Capital Account at the end of the fiscal year in which the allocation would
otherwise be made after adjusting the Member's Capital Account by (a) increasing it by
the amounts the Member is deemed to be obligated to restore under Regulations
§§ 1.704-2(g)(1) and 1.704-2(i)(5) (that is, the Member's share of partnership Minimum
Gain and Member Minimum Gain), and (b) reducing it by the amounts described in
1173820vl
17
Regulations §§ 1.704-1 (b)(2)(ii)(d)(4), (5), and (6). Any Net Loss that cannot be
allocated to a Member under the preceding sentence will be reallocated to the other
Members in order to allocate the maximum possible amount of Net Loss to· all Members.
If any Net Loss is reallocated to another Member under this section, 100 percent of the
Net Income ofthe Company allocable to the Members for all subsequent fiscal years will
be specially allocated to such other Member until the aggregate Net Income specially
allocated to such Member equals the aggregate Net Loss that have been reallocated to
such Member. If Net Income is specially allocated to more than one Member under this
section, the Net Income for any given fiscal year will be divided between such Members
in proportion to the amount of the aggregate Net Loss that have been reallocated to each
such Member and have not been offset by special Net Income allocations as of the
beginning of the fiscal year.
6.5 Regulatory Allocations.

Notwithstanding the provisions of the sections of this Agreement relating to
allocation of Net Income and Net Loss and special allocation oflosses, the following
special allocations will be made in the following order:
(A) Except as otherwise provided in Regulations §1.704-2(f), ifthere is a net

decrease in the partnership Minimum Gain (as defined in Regulations §§1.704-2(b)(2)
and 1.704-2(d» of the Company during any fiscal year, each Member will be specially
allocated items of Company income and gain for such fiscal year (and, if necessary,
subsequent fiscal years) in an amount equal to the Member's share of the net decrease in
the partnership Minimum Gain of the Company, determined in accordance with
Regulations §1.704-2(g). Special allocations made under this subsection will be made to
Members in proportion to their respective shares of the partnership Minimum Gain of the
Company at the end of the immediately preceding fiscal year, but no special allocations
of income and gain will be required to be made to any Member to the extent the
Member's share of the net decrease in the partnership Minimum Gain ofthe Company
results from a change in a debt obligation of the Company that results in the Member's
bearing the economic risk ofloss with respect to the debt obligation, within the meaning
of Regulations §1.752-2. The items of Company income and gain to be specially
allocated under this subsection will be determined in accordance with Regulations
§§1.704-2(f)(6) and 1.704-20)(2). This subsection is intended to comply with the
Minimum Gain chargeback provisions of Regulations §1.704-2(f) and is to be interpreted
in a manner consistent with those provisions.
(B) Except as otherwise provided in Regulations §1.704-2(i)(4), if there is a

net decrease in partner nonrecourse debt Minimum Gain of the Company during any
fiscal year, each Member who has a share of the partner nonrecourse debt Minimum
Gain, determined in accordance with Regulations §1.704-2(i)(5), will be specially
allocated items of Company income and gain for such fiscal year (and, if necessary,
subsequent fiscal years) in an amount equal to the Member's share of the net decrease in
1173820vl
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partner nonrecourse debt Minimum Gain, determined in accordance with Regulations
§ 1.704-2(i)(4). The items of Company income and gain to be specially allocated under
this subsection will be determined in accordance with Regulations §§1.704-2(i)(4)
and 1.704-20)(2). This subsection is intended to comply with the Minimum Gain
chargeback provisions ofRegulations §1.704-2(i) and is to be interpreted in a manner
consistent with those provisions.
(C) If any Member unexpectedly receives any adjustments, allocations, or

distributions described in Regulations §§1.704-1(b)(2)(ii)(d)(4), (5), or (6) that result in
the Member's Capital Account having a negative balance at the end of the fiscal year in
which the adjustment, allocation, or distribution would otherwise be made after adjusting
the Member's Capital Account by (a) increasing it by the amounts the Member is deemed
to be obligated to restore under Regulations §§1.704-2(g)(1) and 1.704-2(i)(5) (that is,
the Member's share of partnership Minimum Gain and member Minimum Gain), and (b)
reducing it by the amounts described in Regulations §1.704-1(b)(2)(ii)(d)(4), (5), and (6),
the Member will be specially allocated items of Company income and gain in an amount
and manner sufficient to eliminate the negative balance in the Member's capital account,
to the extent required by the Regulations, as quickly as possible. This subsection is
intended to comply with the qualified income offset provisions of Regulations
§1.704-1(b)(2)(ii)(d) and is to be interpreted in a manner consistent with those provisions.
(D) Nonrecourse deductions, as defined in Regulations §1.704-2(b)(2), for any

fiscal year of the Company will be specially allocated among the Members in proportion
to each Member's respective share of losses under the section of this Agreement relating
to allocation of Net Income and Net Loss.
(E) Any partner nonrecourse deductions, as defined in Regulations

§§1.704-2(i)(1) and 1.704-2(i)(2), for any fiscal year of the Company will be specially
allocated to the Member who bears the economic risk ofloss with respect to the partner
nonrecourse debt, as defined in Regulations §1.704-2(b)(4), to which such partner
nonrecourse deductions are attributable in accordance with Regulations §1.704-2(i)(l).
(F) If an adjustment to the adjusted tax basis of any asset of the Company
required under Code §§734(b) or 743(b) must be taken into account, under Regulations
§1.704-1(b)(2)(iv)(m), in determining the capital accounts of Members, the amount of the
adjustment to the capital accounts will be treated as an item ofgain (if the adjustment
increases basis) or loss (if the adjustment decreases basis), and such gain or loss will be
specially allocated to the Members in a manner consistent with the manner in which their
capital accounts are to be adjusted under the Regulations.
1173820,1
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The special allocations required under the preceding subsections of this section are
intended to comply with requirements of the Regulations. The Members desire that, to
the extent possible, all such special allocations be offset either with other additional
special allocations or with special allocations of other items of Company income, gain,
loss, or deduction. Notwithstanding any other provision of this Agreement relating to the
allocation of profits and losses (other than the section relating to regulatory allocations),
offsetting special allocations of Company income, gain, loss or deduction will be made in
whatever manner the Manager reasonably determines appropriate so that, after such
offsetting allocations are made, the Capital Account of each Member is, to the extent
possible, equal to the Capital Account the Member would have had if the regulatory
allocations were not part of this Agreement and all items of Company income, gain, loss,
deduction and credit were allocated pursuant to the sections of this Agreement relating to
allocation of Net Income and Net Loss and to special allocations relating to losses.
6.6 Prorates.
If a Member has not been a Member during a full fiscal year of the Company, or
if a Member's Interest changes during a fiscal year, the Net Income or Net Loss for the
year will be allocated to the Member based only on the period oftime during which the
Member was a Member or held a particular Interest. In determining a Member's share of
the Net Income or Net Loss for a fiscal year, the Manager may allocate the Net Income or
Net Loss ratably on a daily basis using the Company's usual method of accounting.
Alternatively, the Manager may separate the Company's fiscal year into two or more
segments and allocate the Net Income or Net Loss for each segment among the Persons
who were Members, or who held particular Interests, during each segment based upon
their Interests during that segment.
7. DISTRIBUTIONS.
7.1 Distributions of Net Cash Flow, Net Proceeds from Sale or Financing.
(A) All distributions of Net Cash Flow, Net Proceeds from Sale or Financing
shall be made as follows:
(i) First, to the Member which has Special Contributions, until each
Member which has made a Special Contribution shall have received aggregate
distributions under this Subparagraph equal to the amount of all Special Contributions
made by him or it, together with interest on the unpaid balance thereof at the Applicable
Rate (as defined in Subparagraph 5.5(a)(1)) compounded annually, applied first to
accrued interest and then to the principal amount ofthe Special Contributions. Said
distributions under this subparagraph shall be made to the Member(s) which have made
1173820vI
20
Special Contributions in proportion to the unpaid principal amount of said Special
Contributions.
(ii) Second, to the Members in proportion to their respective Adjusted

Capital Contributions until their Adjusted Capital Contributions are reduced to zero.
(iii) Third, at all times when the Members' Adjusted Capital

Contributions are zero, to the Members in proportion to their respective Interests.
However, a Noncontributing Member which has had its Interest in the Company adjusted
in accordance with Subparagraph 5.5(A)(ii) shall have its distribution reduced
accordingly.
(B) All distributions shall be made from time to time in such amounts and at
such times as the Manager may determine; provided, however, that the aggregate amount
of each distribution shall be that amount which the Manager determines is not required to
be retained by the Company to meet the reasonably foreseeable cash requirements and
needs of the business and activities of the Company and to establish an adequate reserve
for the payment of Company liabilities and contingencies.
7.2 Amounts Withheld.

Any amounts withheld pursuant to the Code or any provision of any state or local
law with respect to any payment, distribution or allocation to the Company or its
Members shall be treated as amounts distributed to the Members pursuant to this Article
7 for all purposes under this Agreement. The Manager is authorized to withhold from
distributions and to pay to any federal, state or local government any amounts required to
be so withheld pursuant to the Code or any provision of any federal, state or local law and
shall allocate any such amounts to the Members in accordance with their Interests with
respect to the amounts so withheld.
7.3 Restrictions.
No distribution may be made that would violate restrictions on distributions
contained in the Act, the Code or the Regulations.
8. MANAGEMENT OF THE COMPANY.
8.1 Management by Manager.
(A) Designation. The Members hereby agree that the responsibility for
managing the business operations of the Company shall be delegated to Steven E.
Lawson, referred to as the "Manager" of the Company pursuant to § 13.1-1024 of the
Act. The Manager shall serve and continue in office throughout the entire term ofthe
1173820vl
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Company unless he shall resign, become disabled or upon his death, or unless sooner
removed (i) by operation of law, (ii) by order or decree of any court of competent
jurisdiction, (iii) for cause by the Members holding a majority of the Interests (exclusive
of Steven E. Lawson), (iv) upon his Bankruptcy, or (v) upon his failure to make a
Required Capital Contribution. Upon the resignation, disability or death of Steven E.
Lawson or his removal as Manager of the Company (except pursuant to clause (v)
above), Carl L. Hardee shall become the successor as Manager of the Company who shall
have all of the rights, duties and obligations of Steven E. Lawson as Manager as set forth
herein.
(B) Power and Authority of the Manager. Except as otherwise provided in

this Agreement, the Manager shall have the complete and exclusive control of the
management of the Company's business operations, and the Members shall have no
power or authority to act for or on behalf of the Company in their capacity as Members.
Except as otherwise specifically provided in this Agreement or as specifically delegated
by the Manager to one or more of the Members, the Manager shall have the right, power
and authority, on behalf of the Company and in its name, to execute documents or other
instruments and to exercise all of the rights, powers and authority of the Company under
the Act. The Manager, acting on behalf of the Company as General Partner of the
Partnership, shall have the right, power and authority to execute documents or other
instruments in the name of the Partnership. Notwithstanding the foregoing, any sale of
all or substantially all of the Partnership's assets not in the Partnership's ordinary course
or business or any construction or permanent financing of any of the Partnership's assets
shall the require approval of the Members holding 70% of the Interests. Also and
notwithstanding the foregoing, for so long as any acquisition and development loans (as
described in Section 5.3) are outstanding and said loans are guaranteed by the Members
or affiliates of the Members, any action related to those loans shall require the approval
of all Members who have guaranteed said loans.
(C) Approved Transactions. Without limitation ofthe general provisions in

subsection (B) above, the Members hereby authorize the Manager to (i) execute and
deliver all documents, and (ii) perform all actions, deemed necessary or appropriate by
the Manager to develop the Project by the Partnership.
(D) Rights of Members. The Members other than the Manager shall not take
part in the management of the business or transact any business for the Company in their
capacity as Members, nor shall they have power to sign for or to bind the Company;
provided, however, that the Members shall have the right to approve those matters
specified in this Agreement and to perform such acts as may be specifically delegated to
them by the Manager.
1173820.1
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8.2 Third Party Reliance.
Third parties dealing with the Company shall be entitled to rely conclusively upon
the power and authority of the Manager as set forth in this Agreement. The signature of
the Manager shall bind the Company and be sufficient for all purposes.
8.3 Duties of Manager.

The Manager shall devote such time, effort and skill to the Company's business
affairs as he deems necessary and proper for the Company's welfare and success.
8.4 Manager's Liability.

The Manager shall not be liable, responsible or accountable to the Company or to
the Members for damages or otherwise for any acts performed, or for any failure to act,
taken in good faith; provided, however, that the Manager shall not be relieved of his
respective obligations to the Members and to the Company for fraud or intentional
misconduct. The Members hereby acknowledge and agree that the liability ofthe
Manager to the Company or to any of the other Members shall be limited fully to the
maximum extent possible pursuant to § 13.1-1025 of the Act, except for fraud or
intentional misconduct.
8.5 Reimbursement; Compensation.

All expenses incurred with respect to the operation and management of the
Company shall be borne by the Company. The Manager shall be entitled to
reimbursement from the Company for direct expenses allocable to the organization,
operation and management of the Company.
9. MEMBER MEETINGS
9.1 Meetings.
A meeting of Members may be called by the Manager or by any Member. If a
meeting is called by Member(s), the Member(s) must deliver a written demand for a
meeting addressed to the Manager at the Company's principal office, and the written
demand must state the purpose for which the meeting is to be held. Meetings of the
Members will be held at the principal office of the Company, or at another place that is
fixed by the Manager and is set forth in the notice of the meeting. Meetings of the
Members may be held by conference telephone or by any other means of communication
by which all participants can communicate with each other simultaneously during the
meeting. If a Member participates in a meeting by conference telephone or by other
means authorized by this section, the Member will be considered to be present at the
meeting in person.
J 173820vl
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9.2 Notice of Meetings.
Except as otherwise required by the Act, notice of the date, time and place of all
meetings must be given to each Member in writing not more than 21 days nor less than 7
days before the meeting date. The notice must be mailed to each Member at the
Member's address as shown on the Company's records and must include a description of
the purpose or purposes for which the meeting is called.
9.3 Record Date.

The Members who are entitled to notice of a meeting of Members and to vote at
the meeting, and their respective Interests, will be determined as of the record date for the
meeting. The record date will be the date on which the initial notice of the meeting was
mailed to the Members.
9.4 Quorum and Voting.

A Member may be represented at a meeting of Members, and may vote, in person
or by written proxy. The presence, in person or by proxy, of Members holding at least
51 % ofthe Interests constitutes a quorum. Each Member is entitled to vote the Member's
Interest. Except as otherwise provided in the Articles of Organization, this Agreement, or
the Act, a matter submitted to a vote at a meeting of the Members will be approved if
Members entitled to vote, holding at least 65% of all the outstanding Interests of
Members consent to, or approve of, such action (a "Major Decision").
9.5 Meetings Without Notice.

Notwithstanding any other provision of this Agreement, if all of the Members
hold a meeting at any time or place and no Member objects to the lack of notice, the
meeting will be valid even if there was no notice or the notice given was insufficient, and
any action taken at the meeting will be the action of the Members.
9.6 Actions Without Meeting.

Any action required or permitted to be taken by the Members at a meeting may be
taken without a meeting if a written consent setting forth the action taken is signed by
Members holding as many Interests as would be required for approval of the action at a
meeting of the Members. All written consents of the Members must be retained as part
ofthe Company's records of meetings.
10. BUSINESS DEALINGS WITH MEMBERS AND AFFILIATES.
Except as prohibited by Major Decision, the Manager may engage any Person, firm or
corporation in which any Member or Manager or any Affiliate of a Member or Manager
may have an interest, for the performance of any and all services or purchase of goods or
other property which may at any time be necessary, proper, convenient or advisable in
1173SZ0vl
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carrying on the business operations of the Company or disposing of some or all of its
assets. The compensation or price for any duly approved engagement shall not exceed
that prevailing in arm's length transactions by others rendering similar services in
comparable transactions as an on-going activity.
11. AUTHORITY OF THE MEMBERS TO ENGAGE IN OTHER BUSINESSES.
Any of the Members and the Manager, may engage in and/or possess an interest in other
business ventures of any nature and description, independently or with others, whether or
not in competition with the Company, and neither the Company nor any of the Members
shall have any right by virtue of this Agreement, in or to any independent venture of any
of the Members or to any income or profits derived therefrom. Neither a Member,
Manager nor any Affiliate of any Member or Manager shall be obligated to present any
particular business opportunity to the Company even if such opportunity is of a character
which, if presented to the Company, could be taken by the Company, and each Member,
except the Manager, shall have the right to take for his own account (individually or as a
trustee) or to recommend to others any such particular investment opportunity.
12. ACCOUNTS, BOOKS, RECORDS, ACCOUNTING, REPORTS AND TAX

MATTERS.
12.1 Bank Accounts.
(A) Funds of the Company shall be deposited in an account or accounts of a

type, in form and name and in a bank(s) or other financial institution(s) which are
participants in federal insurance programs as selected by the Manager. The Manager
may arrange for the appropriate conduct of such accounts. Funds may be withdrawn
from such accounts only for bona fide and legitimate Company purposes and may from
time to time be invested in such short-term securities, money market funds, certificates of
deposit or other liquid assets as the Manager deems appropriate.
(B) The Members acknowledge that the Company may maintain funds in
accounts, money market funds, certificates of deposit, other liquid assets in excess of the
insurance provided by the Federal Deposit Insurance Corporation or other depository
insurance institutions and that the Manager shall not be accountable or liable for any loss
of such funds resulting from failure or insolvency of the depository institution.
1173820vl
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12.2 Books and Records.
(A) At all times during the term ofthe Company, the Manager shall keep, or
cause to be kept, full and faithful books of accounts, records and supporting documents,
which shall reflect, completely, accurately and in reasonable detail, each transaction of
the Company (including, without limitation, transactions with the Manager, the Members
or their Affiliates). The books of account, records and all documents and other writings
of the Company shall be kept and maintained at the principal office of the Company.
Each Member or his designated representative shall, upon reasonable notice to the
Manager, have access to such financial books, records and documents during reasonable
business hours and may inspect and make copies of any ofthem at his or its own expense.
(B) The Manager shall cause the Company to keep at its principal office the
following:
(i) A current list of the full name and last known business address of
each Member, in alphabetical order;
(ii) A copy of the Articles of Organization and the Certificate of

Organization, and all Articles of Amendment and Certificates of Amendment thereto;
(iii) Copies of all of the Company's federal, state and local income tax
returns and reports, if any; and
(iv) Copies of the Operating Agreement, as amended, and of any

fmancial statements of the Company for the three (3) most recent years.
12.3 Accounting Information.

The Company's accountant shall maintain separate records for Capital Accounts
for book purposes and Capital Accounts for tax purposes and shall prepare an annual
report to the Members regarding any adjustments thereto during the previous fiscal year
in accordance with the Regulations.
12.4 Tax Information.

The Manager shall deliver to each Member as soon as practicable after the end of
each taxable year the information relating to the Company necessary for the preparation
of the Members' federal income tax returns.
12.5 Tax Elections.

The Manager may make all decisions concerning tax elections to be made and not
to be made and may designate a Member to effect the elections to be made.
11 73820vI
26
12.6 Tax Matters Partner.
Steven E. Lawson shall initially serve as the "tax matters partner" for purposes of
the Code. The Manager may name a substitute or successor at any time.
13. INDEMNIFICATION AND EXCULPATION OF MEMBERS AND MANAGERS.
13.1 Indemnification.
(A) Third Parties. The Members and Manager, including their respective
officers, shareholders, managers, members, beneficiaries and trustees (collectively, the
"Member Indemnitees"), shall be indemnified and held harmless by the Company from
any liability owing to non-Affiliate third parties resulting from any act performed by or
omission made by them on behalf of the Company, except for acts or omissions of fraud
or intentional misconduct, to the fullest extent that a director or officer of a stock
corporation may be indemnified and held harmless under Chapter 9 of Title 13.1 of the
Virginia Code, 1950, as amended.
(B) Members. The Member Indemnitees shall be indemnified and held

harmless by the Company from any liability owing to any Member(s) or the Company
resulting from any act performed by or omission made by any Member Indemnitee on
behalf of the Company, except for acts or omissions of fraud or intentional misconduct,
to the fullest extent that a director or officer of a stock corporation may be indemnified
and held harmless under Chapter 9 of Title 13.1 of the Virginia Code, 1950, as amended.
13.2 Exculpation.
The Members and Manager shall not be liable to the Company or to any Member
for or as a result of any act, omission or error in judgment that was taken, omitted or
made by the Members or Manager in accordance with the standards established by
Section 13.1-1024.1 of the Act, except for fraud or intentional misconduct.
14. TRANSFER OF COMPANY INTERESTS.
14.1 Limitations.
(A) No Member may withdraw or resign from the Company, nor may any
Member make a Disposition of all or any part of his or its Interest, nor may the Interest of
any Member be redeemed by the Company without approval of all Members, such vote
to include the vote of the Member proposing to withdraw, be redeemed, resign or make a
Disposition.
1113820v1
27
(B) Any Disposition of an Interest which is approved pursuant to paragraph
(A) hereof or is on account of the death, incompetency, termination or Bankruptcy of a
Member, unless the transferee becomes a substituted Member in accordance with
paragraph 14.2(B) hereof, shall be effective only to give the transferee the right to receive
the share of allocations and distributions to which the transferor would otherwise be
entitled. A Member who has made a Disposition of his or its Interest shall cease to be a
Member with respect to such Interest and thereafter shall have no further powers, rights
and privileges as a Member with respect to such Interest. However, such Member shall,
unless otherwise relieved of such obligations by agreement of all of the other Members or
by operation of law, remain liable for all obligations and duties incurred as a Member.
14.2 Substituted Members.
(A) Unless named in this Agreement or admitted as provided in subsection

14.2(B) hereof, no Person shall be considered a Member or have any right to exercise any
ofthe powers, rights and privileges of a Member hereunder. The Company, each
Member, and any other Person having business with the Company need deal only with
any other Person by reason of any Disposition by a Member or by reason ofthe death or
termination of a Member, except as otherwise provided in this Agreement. In the
absence of substitution of a Member for an assigning, deceased or terminated Member,
any payment to the assigning, deceased or terminated Member, or to his or its successors,
executors or administrators, shall acquit the Company of all liability to any other Person
who may be interested in such payment by reason of an assignment by the Member or by
reason of his or its death or termination.
(B) An assignee may become a substituted Member in place of his or its

assignor or predecessor in interest only if all of the following conditions are satisfied:
(i) The instrument of assignment sets forth the intention of the

assignor that the assignee shall become a substituted Member in place ofthe assignor
with respect to the assignor's Interest.
(ii) The assignor and assignee shall execute and deliver such other
instruments as the Manager may require, including written acceptance by the assignee of
the terms ofthe Agreement and the power ofattomey in the form described in Section 21
hereof.
(iii) Approval shall have been obtained, which may be granted or

withheld in the absolute discretion of the Members.
1173820.1
28
(iv) The assignee shall have paid all reasonable fees and costs incurred
by the Company in connection with substitution as a Member, as determined by the
Manager.
(C) Pledge or Encumbrance of Interests. No Member may pledge or

encumber all or any part of his or its Interest, in any manner, whether voluntarily or
involuntarily, by operation of law or otherwise.
(D) Conversion. Notwithstanding anything in this Agreement to the contrary,

if a Member which is a partnership, limited liability company, corporation or other
organization converts to any other form of organization as permitted under the Act, the
resulting organization shall for all purposes be deemed a continuation of the converting
Member, and the conversion shall not be deemed a withdrawal of or assignment by such
Member.
(E) Assignments to Certain Persons. Any Member may assign his or its
Interest, in whole or in part, to any of the following:
(i) a Grantor Trust, and such Grantor Trust shall become a substituted
Member, and if the Grantor Trust assigns its Interest to its grantor or beneficiary, the
assignee shall become a substituted Member upon compliance with Section (B); and
(ii) a Person that is, as of the date of this Agreement,
(a) a shareholder, partner, member, owner or beneficiary ofthe

assigning Member, or
(b) the spouse or lineal descendants of any of the foregoing,
but such Person shall not become a substituted Member other than upon
compliance with Section (B).
(F) Assignment to Spouse or Lineal Descendant of Member. Any Member

may assign his Interest to his spouse or his lineal descendants or those of a beneficiary of
a trust which is a Member, or to trusts in which such spouse or lineal descendant or
descendants are the beneficiary or the beneficiaries. Any such assignee shall become a
substituted Member only upon compliance with Section (B). For all purposes in this
Agreement, the term "lineal descendant," whether singular or plural, shall include lineal
descendants by adoption.
I I73820vI
29
15. DEATH, INCOMPETENCY, BANKRUPTCY OR TERMINATION OF A MEMBER.
15.1 Events.
Upon the death, incompetency, Bankruptcy or termination of a Member
(excluding a conversion under Section 14.2(D) hereof, an assignment under Sections
14.2(B) or 14.2(F), or a dissolution of a Member followed by its reconstitution), the other
Members and the Company if the other Members fail to exercise their option, shall have
the option, exercisable by notice to the Successor-in- Interest within sixty (60) days after
the event to:
(A) Purchase the entire Interest of the deceased, incompetent, Bankrupt or

terminated Member;
(B) Dissolve and wind up the Company; or
(C) allow transfer of the entire Interest to the Successor-in-Interest, who shall
thereupon become a Member.
15.2 Purchase Price.

If a Member or Members having the option or the Company, if the Member(s) fail
to exercise his or their option, elect(s) to purchase the Interest ofthe deceased,
incompetent, Bankrupt or terminated Member, the purchase price shall be an amount
determined by multiplying (i) the amount by which the fair market value of the Property
exceeds Company liabilities, with no value assigned to goodwill of the Company and
with no discount for lack ofmarketability or minority interest, by (ii) the percentage
Interest being purchased (converted to a decimal).
15.3 Terms.
(A) The purchase price, if the option to purchase is exercised, shall be payable
as follows:
(i) Twenty percent of the price shall be paid at closing in cash or by

bank; and
(ii) The balance of the price shall be paid by delivering a promissory

note ofthe purchaser dated as of the closing date and bearing interest at a rate per annwn
equal to the Prime Rate on the date such option is exercised, with such principal amount
being payable in four (4) equal annual installments, the first being due one year from
closing and with accrued interest being payable at the time of each installment payment
of principal.
1173820vl
30
(B) The Successor-in-Interest to the deceased, incompetent, Bankrupt or
terminated Member shall have a continuing lien on the Interest being acquired by the
purchaser to secure the amount of such promissory note and the interest due thereon,
which lien may be foreclosed and enforced under applicable law. The purchaser will
execute and deliver such instruments as may be necessary or appropriate to create such
lien. Any amounts due from the deceased, incompetent, Bankrupt or terminated Member
to the Company or to a Member shall be paid out of the cash portion of the purchase
price, and if the cash portion of the purchase price is not sufficient to satisfy that
obligation, from payments made on the promissory note as paid, and the note will so
provide.
15.4 Sale by Successor-in-Interest.

Upon the death, incompetency, or Bankruptcy of a Member, if the Member's
Successor-in-Interest wishes to sell the transferred Interest, the Successor-in-Interest shall
follow the following process (the "Sale Process"): first offer the Interest to the Company
and, if the Company does not agree to purchase the Interest within 30 days of receivIng
the written offer from the Successor-in-Interest, then, second, the Successor-in-Interest
shall offer the Interest to the remaining Members and, if none of them agree to purchase
the Interest within 30 days ofreceiving the written offer, then the Successor-in-Interest
may offer the Interest to unrelated third parties. If the Successor-in-Interest receives an
offer from a third party, the Successor-in-Interest must once again follow the Sale
Process, this time offering the transferred Interest to the Company and the Members on
the same terms and conditions as the offer it received from the third party, whose identity
must be disclosed to the Company and the Members. If the Company or the Members do
not purchase the Interest pursuant to such terms, then the Successor-in-Interest may sell
the Interest to the third party, but only on the terms and conditions offered to the
Company and the Members. If there is any material change in the terms and conditions
of the sale, the Successor-in-Interest must again follow the Sale Process.
For purposes of this Section 15, the death of the grantor, or beneficiary, of a
Grantor Trust which has become a Member pursuant to Sections 14.2(E) and 14.2(F)
hereof shall not be deemed the death of a Member.
16. TERMINATION.
16.1 Events Causing Dissolution and Winding Up.

Any of the following events shall cause the dissolution and winding up of the
Company:
(A) Consent by Major Decision, provided, however, that consent of all

Members is required unless the entire Project which is then owned by the Partnership is
to be sold as a part of the dissolution and winding up.
1173820vl
31
(B) Election to dissolve under Section 15.
(C) The sale or other disposition of the entire Project which is then owned by
the Partnership.
(D) The Bankruptcy of the Company, except as provided in Section 16.2.
(E) The death, retirement, resignation, expulsion, insanity or Bankruptcy of

the last remaining Manager unless, within three (3) months of such event, the remaining
Member(s) by Major Decision agree to continue the Company and select a new Manager.
(F) Entry of a decree ofjudicial dissolution.
(0) When so determined in accordance with other specific provisions of this

Agreement or as otherwise required by law.
16.2 Election to Continue Company.

The Company's Bankruptcy shall not result in the dissolution, winding up and
termination ofthe Company if, within ninety (90) days after the occurrence of that event,
the Members elect by unanimous written consent to continue the Company, in which case
the Company shall be reconstituted on the terms and conditions as Members in the
reconstituted Company determine without payment for the value of their Interests as a
result of the reconstitution.
16.3 Winding Up Company Affairs.
(A)Upon the occurrence of any of the events specified in paragraphs 16.1(A)

through 16.1(0) hereof, the Manager shall wind up the affairs of the Company. After the
payment of, or provisions for, all debts of the Company, the proceeds of the sale of the
Property and any other assets of the Company shall be distributed to the Members in
accordance with the provisions of Section 7. If any assets are distributed in kind, they
shall be distributed in accordance with the provisions of Section 7, on the basis of the fair
market value thereof as determined in the same manner described in Section 15.2 hereof
and shall be deemed to have been sold at fair market value for purposes of the allocations
under Section 6 hereof.
1173820.\
32
(B) If the Company is "liquidated" within the meaning of Regulation §1.704-
1(b)(2)(ii)(g), then the liquidating distributions shall be made by the later of (i) the end of
the Company taxable year in which liquidation occurs, or (ii) ninety (90) days after the
date ofliquidation.
(C) The Company shall terminate when all assets of the Company have been
sold and/or distributed, all affairs of the Company have been wound up, and a certificate
of cancellation has been filed with the Virginia State Corporation Commission.
17. FIDUCIARY DUTY.

Except as may be otherwise expressly provided hereunder, but without limitation
of any statutory or common law fiduciary duties applicable to each of the Members with
respect to each other and the Company, the Members agree and acknowledge that each of
them owes a duty of loyalty and a duty of care to each other.
18. AMENDMENTS.
Except as otherwise specifically provided by law or by any other provision of this
Agreement, this Agreement may only be amended or modified by a written instrument
which evidences approval by Major Decision, but such amendment may not affect the
fmancial rights or obligations of any Member without the express written approval of the
Member so affected.
19. BUY-SELL PROCEDURES.
19.1 Invocation of Buy-Sell Procedure.

Within sixty (60) days of the occurrence of an event entitling a Member to invoke
the provisions of this Article 19, the Member so entitled (the "First Member") may
invoke the Buy-Sell Procedure set forth herein by delivering an Election Notice to the
other Member (the "Second Member"). The Election Notice shall state the Company
Value, as defined in Section 19.3 hereof. The Election Notice shall constitute an
irrevocable offer by the First Member either (i) to purchase the Interest of the Second
Member, or (ii) to have his Interest purchased by the Second Member, at the Buy-Sell
Price, as defined in Section 19.3 hereof.
19.2 Notice of Member's Election to Purchase or Sell.

Within ninety (90) days after the date the Election Notice is given, the Second
Member shall give written notice (the "Response Notice") to the First Member of the
1173820,1
33
Second Member's election either (i) to purchase the Interest of the First Member, or (ii)
to have its Interest purchased by the First Member, in either event at the Buy-Sell Price.
19.3 Buy-Sell Price.

The Election Notice shall contain an amount (the "Company Value") that the First
Member, in good faith, believes reflects the fair value of all of the assets of the Company,
subject to all liabilities of the Company, as said liabilities are shown on the Company's
financial records. The Buy-Sell Price at which the Interest of a Member shall be
purchased or sold shall be equal to the amount which the selling Member would receive
as its share of distributions from the Company pursuant to Sections 16.3 and 7 above, if
all ofthe assets ofthe Company were sold subject to all of the Company's liabilities for
the Company Value.
19.4 Closing.
The closing of the sale of an Interest by the selling Member to the purchasing
Member shall occur within sixty (60) days after the date the Response Notice is given
and shall be held at the principal office of the Company, unless otherwise mutually
agreed. At the closing, the purchasing Member shall pay to the selling Member, in cash
or other immediately available funds, the Buy-Sell Price. The selling Member shall
deliver to the purchasing Member good title, free and clear of any liens, claims,
encumbrances, security interests or options, to such selling Member's Interest. At the
closing, the parties shall execute such documents and instruments of conveyance as may
be necessary or appropriate to effectuate the transactions contemplated hereby, including,
without limitation, the assignment of the Interest of the selling Member to the purchasing
Member. The reasonable costs of such transfer and closing shall be divided equally
between the selling Member and the purchasing Member, but each Member shall be
responsible for the fees and costs of its attorneys. In the event that the selling Member
fails or refuses to assign and deliver its Interest to the purchasing Member at the closing,
the purchasing Member shall be entitled to equitable relief to enforce the terms and
conditions ofthis Agreement either though a decree for specific performance and/or an
injunction, without the necessity of posting a bond or other security.
20. MISCELLANEOUS.
20.1 Governing Law.

This Agreement and the rights and liabilities of the parties shall be determined in
accordance with the laws of the Commonwealth of Virginia.
20.2 Captions.
Captions contained in this Agreement are inserted only as a matter of convenience
and in no way define, limit, extend or describe the scope of this Agreement or the intent
of any provision hereof.
II1382Ov1
34
20.3 Construction.
Whenever the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns and
pronouns shall include the plural and vice versa.
20.4 Survival of Representations and Warranties.

All representations and warranties herein shall survive until the termination of the
Company, except to the extent that a representation or warranty expressly provides
otherwise.
20.5 Severability.
Every provision of this Agreement is intended to be severable. If any term or
provision hereof is illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity of the remainder of the terms or provisions within
this Agreement.
20.6 Successors.
Subject to the limits on transferability contained herein, each and all ofthe
covenants, terms provisions and agreements herein contained shall be binding upon and
inure to the benefit ofthe successors, heirs and assigns of the respective parties.
20.7 Execution and Counterparts.

This Agreement and any amendments may be executed by handwritten signing or
by electronically transmitted facsimile of such signing, either of which shall create a
validly executed document, in any number of counterparts, each of which shall be
deemed an original and such counterparts together shall be deemed and constitute one
and the same instrument. In addition, this Agreement and any amendments may be
executed through the use of counterpart signature pages. The signature of any party on
any counterpart agreement or counterpart signature page shall be deemed to be a
signature to, and may be appended to, one document.
20.8 Entire Agreement.

This Agreement embodies the entire agreement and understanding between the
Members with respect to the subject matter hereof, and supersedes all prior agreements
and understandings between such Members relating to the subject matter hereof No
amendment, modification, termination or waiver of any provision of this Agreement shall
be effective unless the same shall be set forth in writing evidencing a Major Decision.
117382<lv1
35
21. MANAGER AS ATTORNEY-IN-FACT.
21.1 Appointment of Manager as Attorney-In-Fact.

Each Member irrevocably constitutes and appoints, with full power of
substitution, the Manager as his or its true and lawful attorney-in-fact with full power and
authority in his or its name, place and stead to execute, certify, acknowledge, deliver,
swear to, file and record at the appropriate offices and to carry out the provisions of this
Agreement, including but not limited to:
(A) All certificates and other instruments (including counterparts of this

Agreement), and any amendment thereof, which the Manager deems appropriate to
qualify or continue the Company as a limited liability company;
(B) Any other instrument or document which may be required to be filed by

the Company under the laws of any state or which the Manager deems advisable to file;
(C) All amendments to this Agreement adopted in accordance with the terms
hereof and all instruments which the Manager deems appropriate to reflect a change or
modification of the Company in accordance with this Agreement; and
(D) Any instrument or document, including amendments to this Agreement

(other than the consent of a Member required by Section18 hereof), which may be
required to effect the continuation of the Company, the admission ofa substituted
Member or an additional or successor Member, or the dissolution and termination of the
Company (provided the continuation, admission or dissolution and termination are in
accordance with this Agreement).
21.2 Irrevocable Appointments.

The appointment by each Member ofthe Manager as his or its attorney-in-fact is
irrevocable and shall be deemed to be a power coupled with an interest and shall survive
the Bankruptcy, disability or incompetence of any Person giving such power and the
transfer or assignment of all or any part of the Interest of such Person; provided,
however, that in the event of the transfer by a Member of all or any part of his or its
Interest, this power of attorney of a transferor Member shall survive such transfer only
until such time, if any, as the transferee shall have been admitted to the Company as a
substituted Member and all required documents and instruments shall have been duly
executed, filed and recorded to effect such substitution.
1173820vl
36
22. NOTICES.
22.1 Addresses.
Each Member shall keep the Company informed ofhis or its current address. The
Manager shall have the addresses furnished by the Members on file at the Company
office.
22.2 Communications.
Any notice, payment, demand, consent or communication required or permitted to
be given by this Agreement shall be in writing and shall be deemed to have been
sufficiently given or served for all purposes if delivered personally to the party or to an
officer, partner, manager of a limited liability company or if sent by registered or certified
mail, postage and charges prepaid, addressed to the address contained in the records of
the Company or by commercial courier such as United Parcel Service or Federal Express
if the address ofthe Member permits such delivery.
22.3 Effective Date.

Any such notice shall be deemed to be given on the date on which it was
delivered personally or deposited in a regularly maintained receptacle for the deposit of
United States mail, or picked up by a commercial courier service ifthe address of the
Member permits such delivery, addressed as set forth above. Any Member may change
the address ofthat party for purposes ofthis Agreement by giving the other Members
notice of such change in the manner set forth above.
23. VHDA REQUIREMENTS.
It is understood that financing of the Project is likely to be obtained by the

Partnership from VHDA. Accordingly, notwithstanding any other provision of this
Agreement, this Company and the Partnership shall be subject to regulation and
supervision by VHDA in accordance with the Virginia Housing Development Authority
Act, the Rules and Regulations of the Authority, and the Regulatory Agreement required
by VHDA and shall be further subject to exercise by VHDA ofthe rights and powers
conferred on VHDA thereby. Notwithstanding any other provision of this Agreement,
VHDA may rely upon the continuing effect of this provision which shall not be amended,
altered, waived, supplemented or otherwise changed without the prior written consent of
VHDA.
1173&20v1
37
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first above written.
Belle Hall GP, LLC
BY:_~~~~~+k.~===~EAL)
MEMBERS:
_--'-~~"-=-I-~---"-",,,,,--_ _(SEAL)
Carl L. Hardee
1I7382Ovl
38
Schedule 5.2
Capital Contributions of Members
The names, addresses and Capital Contributions of the Members are as follows:
Original Capital
Contribution
Steven E. Lawson $ 900.00

373 Edwin Drive
Virginia Beach, Virginia 23462
Carl L. Hardee $ 100.00

373 Edwin Drive
Virginia Beach, Virginia 23462
Total $1,000.00
1173820vl
BELLE HALL APARTMENTS
General Partner Investor Limited Partner Developer Contractor Management Agent
Belle Hall GP, LLC Wachovia Affordable Housing R.A. Lawson Lawson Realty
Community Development Corporation Upland Investors, LLLP
0.01% 99.99% Corporation Corporation
Steven E. Lawson Carl L. Hardee
Manager Member
90% 10%
Ownership Structure - Belle Hall.xls, Org Chart - Belle Hall Apts Page 1 of 1 05/14/2009
TAB C
(VA SCC Certification)
TAB D
(Principal’s Previous Participation Certification)
BELLE HALL APARTMENTS
General Partner Investor Limited Partner Developer Contractor Management Agent
Belle Hall GP, LLC Wachovia Affordable Housing R.A. Lawson Lawson Realty
Community Development Corporation Upland Investors, LLLP
0.01% 99.99% Corporation Corporation
Steven E. Lawson Carl L. Hardee
Manager Member
90% 10%
Ownership Structure - Belle Hall.xls, Org Chart - Belle Hall Apts Page 1 of 1 05/14/2009
TAB E
(Nonprofit Questionnaire)
TAB F
(Architect’s Certification)
Relocation Assistance Plan
TAB H
(PHA/Section 8 Notification Letter)
TAB I
(Local CEO Letter)
TAB J
(Homeownership Plan)
TAB K
(Site Control Documentation)
TAB L
(Plan of Development Certification Letter)
TAB M
(Zoning Certification Letter)
TAB N
(Copies of 8609’s To Certify Developer Experience)
TAB Q
(Documentation of Rental Assistance)
TAB R
(Documentation of Operating Budget)
TAB S
(Documentation of Project Budget)
TAB T
(Documentation of Financing Sources)
VIRGINIA HOUSING DEVELOPMENT AUTHORITY
CONSTRUCTION LOAN AGREEMENT·

CONVENTIONAL MULTI·FAMILY HOUSING
THIS AGREEMENT, dated the .2 S~ .1

day of ~J(U . . . - - - - - - - - - - - - '
2008 , by and between Belle Hall Apartments, L.P. (herein called the "Mortgagor"), and the Virginia Housing
Development Authority. a political subdivision of the Commonwealth of Virginia (herein called the "Authority").
WIT N E SSE T H:
WHEREAS, the Mortgagor is the owner in fee simple of the real property described in Exhibit A
attached hereto and made a part of this Agreement (herein called the "Property"), and has applied to the Authority for a
mortgage loan (the "Mortgage Loan") to be made pursuant to the provisions of the Virginia Housing Development
Authority Act. being Chapter 1.2 of Title 36 of the Code of Virginia (1950), as amended (herein called the "Act") to
finance the construction on the Property of a housing development to be known as Belle Hall Apartments (which
development including the Property, together with all fixtures, goods. chattels and. articles of personal property now or
hereafter attached to or used in connection with the Property and the dwellings standing on the Property, is hereafter
called the "Development"); .
WHEREAS, the Authority has issued to the Mortgagor, and the Mortgagor has accepted. the
Authority's Mortgage Loan Commitment (herein called the "Commitment") for the Mortgage Loan, which Commitment
is hereby incorporated by reference as a part of this Agreement; and
WHEREAS, the Mortgagor and the Authority now desire to set forth the terms and conditions with
respect to the Authority'S financing of the construction of the Development.
NOW, THEREFORE. in consideration of the foregoing and the mutual covenants herein contained, the
.Mortgagor and the Authority agree as follows:
1. Amount and Terms of Loan. Subject to Section 6(b) hereof and the other terms and conditions
herein, the Authority agrees to lend and the Mortgagor agrees to take an amount not exceeding the lesser of Four Million
Seven Hundred Twenty Thousand Dollars and Zero Cents ($4,720,000.00) or the amount described in Section 6(e) hereof
for the construction and permanent financing or the Development. In no event shall the Authority have any duty or
obligation to increase the amount of the Mortgage Loan. In particular, it is understood and agreed that nothing contained
in this Agreement or in any other agreement or document relating to the Mortgage Loan or the Development and no
action heretofore or hereafter taken by the Authority with respect to the Development or the Mortgage Loan shall be
construed to impose any duty or obligation on the Authority to increase the amount of the Mortgage Loan as hereinabove
described. The Mortgage Loan shall be advanced as hereinafter provided and shall be evidenced by the deed of trust note
of the Mortgagor (hereinafter called the "Note") of even date herewith. bearing interest as therein set forth, payable to the
Authority's order. The Note is secured by a deed of trust (herein called the "Mortgage") on the Development, which shall
constitute a valid first lien on the Development, and the only lien thereon or valid objection to title thereto except for
liens for taxes and assessments not yet payable and other liens and objections approved by the Authority.
2. Inducements and Representations. The Mortgagor agrees that as an inducement to the

Authority to enter into this Construction Loan Agreement, the Mortgagor has filed with the Authority an Application with
such supplemental material as from time to time was required for the consideration of the Application. and upon which
the Authority may rely. The Mortgagor hereby covenants and warrants that such Application and supplemental material
are true. correct and complete as of the date hereof. Any material misrepresentation by the Mortgagor in such
Application and supplemental material may. at the sole option of the Authority, be deemed to be a breach of this
Agreement. The Mortgagor also has submitted to the Authority the Contract Documents identified in Section 3 hereof.
3. Contract Documents. The Contract Documents consist of: the Drawings and Specifications or
Work Write-up initialed or otherwise approved by the Mortgagor. the design architect. the architect administering the
Construction Contract (hereinafter called the "Architect"), the General Contractor. the Contractor's Surety, if any. and the
Authority; the Construction Contract, the General Conditions of the Construction Contract (the "General Conditions"), on
VHDA Forms Nos. CD 300 and CD 310, respectively; and any Supplementary Conditions of the Contract for
Construction executed by the Mortgagor and the Development's General Contractor and delivered to and approved by the
Authority.
4. Completion Date. The Mortgagor shall commence construction of the Development within
thirty (30) days from the date hereof, shall diligently continue such Work and shall achieve Substantial Completion (as
defined in the General Conditions) on or before the date Fifteen (liJ months after the date hereof. as modified by any
extensions authorized pursuant to Change Orders approved in accordance with the General Conditions (in the event that
construction of the Development has commenced prior to the date hereof pursuant to the Early Start Agreement, the date
to be inserted above shall be established in accordance with the terms of such Agreement) and shall achieve Final
Completion (as defined in the General Conditions) in accordance with the Contract Documents, free and clear of any
mechanics' liens or claims.
VHDA Form No. CD 220-Conv. Page 1

2/05
5. Changes. The Mortgagor hereby covenants and agrees that no Change Order (as defined in the
General Conditions) and no addition, deletion, modification, waiver or other change to the Contract Documents shall be
made without the prior written approval of the Authority except as provided in Paragraph 13.4 of the General Conditions
with respect to certain minor changes in the Work authorized by the Architect. Such approvals by the Authority may be
subject to such requirements and conditions (including the deposit of sufficient funds with the Authority to pay for the
cost of any increase in the Total Contract Sum as defined in Section 401 of the Construction Contract) as may be deemed
necessary or appropriate by the Authority. Any such approval by the Authority shall not be deemed to obligate the
Authority to increase the principal amount of the Mortgage Loan.
6. Applications for Disbursement and Cost Certification.
(a) The Mortgagor agrees that as a precondition to any obligation of the Authority to make any
disbursement hereunder the Mortgagor shall be in compliance with each condition precedent to the closing (the "Initial
Closing") of the Mortgage Loan as set forth in the Commitment.
(b) (i) The Mortgagor shall make, in triplicate on VHDA Form No. CD 260 or such other form as
may be prescribed or approved by the Authority, monthly applications for disbursements of Mortgage Loan proceeds by
the Authority. The Mortgage Loan proceeds to be disbursed pursuant to each such application for disbursement shall be
in such amount as the Authority shall determine in accordance with the Contract Documents and this Agreement. Each
application shall be filed at least ten (10) days before the date upon which disbursement is desired. The Authority will
make reasonable efforts to process the monthly application for disbursement within ten (10) days after receipt.
(ii) Applications for disbursements with respect to costs of construction owed by the
Mortgagor to the General Contractor pursuant to the Construction Contract shall be subject to such requirements, terms
and conditions as are set forth in the Construction Contract and the General Conditions.
(iii) With respect to any item of cost other than those payable to the General Contractor under
the Construction Contract, the Authority shall disburse to the Mortgagor out of the proceeds of the Mortgage Loan the
amounts paid or accrued by the Mortgagor for such item of cost, provided that in no event shall the Authority be
obligated to disburse a total amount for any item of cost in excess of the amount shown therefor in the Commitment.
(c) The final closing (the "Final Closing") of the Mortgage Loan shall be held after (1) all of the
conditions required by the Construction Contract for final payment to the General Contractor have been satisfied, (2) the
Mortgagor has paid to the Authority any principal and interest due under the Note and all sums due under the Regulatory
Agreement for reserves and escrows, and (3) the Mortgagor has furnished to the Authority, and the Authority has
approved: (i) the Mortgagor's Certificate of Actual Costs (including the Accountants Certificate and Opinion, if required
by the Cost Certification Guide described below) and the Contractor's Certificate of Actual Costs prepared in accordance
with this Agreement and the Authority's Cost Certification Guide for Mortgagors, Contractors and Certified Public
Accountants dated February I, 1981, as amended through the date hereof (the "Cost Certification Guide"); (ii) the
Mortgagor's final Application for Disbursement of Mortgage Loan Proceeds; (iii) the final endorsement to the title
insurance policy described in Section 16 hereof; (iv) the Mortgagor's affidavit required by Section 15 hereof; (v) the
hazard insurance policy required by the Regulatory Agreement; and (vi) any and all other contracts and documents
required by this Agreement, the Contract Documents and other agreements and instruments relating to the Mortgage
Loan.
The Authority shall have the right to waive anyone or more of the foregoing requirements with respect
to the Final Closing. At the Final Closing, the Authority shall determine the principal amount of the Mortgage Loan, the
Total Development Cost, and the amount of the Mortgagor's equity in the Development and shall, subject to the terms
hereof, disburse to the Mortgagor the portion of the principal amount of the Mortgage Loan not theretofore disbursed by
the Authority. Notwithstanding anything to the contrary herein, in the event that the Mortgagor is in default under the
Mortgage, the Authority shall not be obligated to make any such disbursement or to otherwise consummate the Final
Closing.
In the event that the above requirements for Final Closing shall not be satisfied on or before the first
day of the month preceding the month in which monthly payments of principal and interest are to commence under the
terms of the Note, the Authority shall have the right at any time thereafter to disburse all or a portion of the then remaining
undisbursed proceeds of the Mortgage Loan into a non-interest bearing escrow account held by the Authority. The
Authority shall also have the right to disburse all or a portion of such undisbursed proceeds to the payment of principal
then due and payable under the Note, deposits for taxes and insurance in amounts estimated by the Authority pursuant to
the Regulatory Agreement of even date herewith, and monthly deposits to the Reserve Fund for Replacements due and
payable under such Regulatory Agreement. All amounts of undisbursed proceeds disbursed by the Authority pursuant to
this paragraph shall thereupon be added to the outstanding principal balance under the Note and shall thereafter bear
interest at the interest rate provided in the Note, and monthly payments of principal and interest shall thereafter be due and
payable in accordance with the terms of the Note. The Authority may, at its option, cause an endorsement to be issued to
the Authority's title insurance policy to cover such disbursement and to extend the effective date of such policy to the date
of such disbursement. The amount held by the Authority in the aforesaid escrow account shall be released to the
Mortgagor upon satisfaction of the above requirements for Final Closing, subject to the limitations and conditions in this
Agreement. If the total proceeds of the Mortgage Loan disbursed prior to the Final Closing (excluding any monthly
payments of principal) shall exceed the maximum principal amount described in subsection (e) of this Section, the
amounts held in such escrow account shall, to the extent of such excess, be released to the Authority at Final Closing and
applied to the outstanding principal balance of the Mortgage Loan, and the amount of the monthly payment of principal
and interest shall be reduced to an amount which will fully amortize the then outstanding principal balance (as so reduced)
under the Note at the interest rate provided therein over its remaining term. The amounts held by the Authority in the
aforesaid escrow account shall be additional security under the Mortgage for the repayment of the indebtednesses and for
VHDAForm No. CD no-conY. Page 2

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the performance of the covenants secured thereby, and in the event of a default by the Mortgagor under the Mortgage, the
Authority may, in its discretion, exercise any and all of its rights and remedies provided thereunder with respect to such
amounts.
(d) The Mortgagor agrees to be bound by all of the requirements and terms of the Cost
Certification Guide which is hereby made a part of this Agreement and to submit the Certificates of Actual Cost in
accordance therewith within ninety (90) days after Substantial Completion as defined in the General Conditions. The
Mortgagor further agrees and understands that any costs determined by the Authority not to be in conformance with the
Cost Certification Guide shall not be includable in the Total Development Cost under Section 6(e) below.
Without limiting the foregoing, in the event that the Mortgage Loan is fina]1ced in whole or in part with
the proceeds of bonds the interest on which is not included in gross income for federal income tax purposes, the
restrictions and limitations applicable to such financing, as set forth in the Cost Certification Guide, shall apply with
respect to the funding of costs or the portion thereof which are includable in the Total Development Cost. In the event of
a failure to comply with such restrictions and limitations, the Authority shall have the right to exclude costs from the
Total Development Cost and to reduce the principal amount of the Mortgage Loan in the manner and to the extent
determined by the Authority, on the advice of its bond counsel, to be necessary to cause the Mortgage Loan to be in
compliance with such restrictions and limitations. The determination of the Authority, acting with the advice of its bond
counsel, shall be conclusive and binding on the Mortgagor.
(e) The Mortgagor agrees that the principal amount of the Mortgage Loan proceeds shall not
exceed Ninety-Five percent (95 %) of the Total Development Cost as approved by the Authority after the Mortgagor has
furnished the Certificates of Actual Cost required under Section 6(c) of this Agreement. As used herein, Total
Development Cost shall mean the total cost of the improvements constructed upon the Property as certified by the
General Contractor and approved by the Authority and all other costs to the extent such other costs are certified by the
Mortgagor and approved by the Authority, all in accordance with the terms and requirements of this Agreement and the
Cost Certification Guide.
(f) The Mortgagor agrees that if it receives from the Authority monies in excess of the maximum
specified in Section 6(e) of this Agreement, as approved by the Authority, it will pay to the Authority upon demand any
such excess for application to the reduction of the outstanding principal balance of the Mortgage Loan or, if deemed
necessary or appropriate by the Authority, for application to the operating reserve account for the Development
established under the terms and conditions of the Regulatory Agreement.
7. Identity of Interest.
(a) The Mortgagor hereby certifies that the identity of interest (as defined in the Cost Certification
Guide) relationships which exist between the Mortgagor, on the one hand, and the subcontractors, material and labor
suppliers. and equipment lessors, on the other, are as follows: (if none, so state) =----:c:-r--:::-=::::-:::=".....,::-r------
Pn.nclpals ot GP of owner have ownership interest in parent company ot
Contractor.
(b) The Mortgagor agrees to notify the Authority in writing, immediately upon the happening
thereof, of any changes in relationship subsequent to the execution of this Agreement which will result in the Mortgagor
having an identity of interest relationship with any subcontractor, material or labor supplier, or equipment lessor. It is
agreed that the absence of such notice may be treated by the Authority as a representation that no such change in
relationship has occurred.
(c) The Mortgagor agrees that if there comes into being any identity of interest (as defined in the
Cost Certification Guide) between the Mortgagor and the Architect or between the General Contractor and the Architect,
the Architect will be relieved immediately of inspection duties and the maximum Architect's fees allowable for cost
certification purposes will be the amount shown in the Commitment for design services only. In such event, the
Mortgagor will promptly engage a new Architect satisfactory to the Authority to perform the inspection functions. No
fees will be allowed to the identity of interest Architect for supervision services.
8. Maintenance of Records. The Mortgagor agrees to establish, keep, and maintain separate
accounts, books and records for the Development and to make same available for examination and copying by
representatives of the Authority upon request. The records shall include, without limitation, billings, subcontracts,
invoices, receipts, canceled checks, and all other evidence of disbursement and receipt of funds relating to the
Development. The books and records shall be kept for a period of six years from the final disbursement of Mortgage
Loan proceeds to the Mortgagors as hereinabove provided.
9. Construction Contract and General Conditions. The Construction Contract and the General
Conditions will be on the forms required by the Authority. The Mortgagor shall comply with all the covenants, terms and
conditions of the Construction Contract and the General Conditions applicable to the Mortgagor and shall take all
necessary action in accordance therewith to cause the General Contractor to comply with the covenants, terms and
conditions therein applicable to the General Contractor.
10. Initial Equity Contribution. The Mortgagor agrees that its initial equity contribution shall be
deemed to be applied to the payment of development and construction costs which the Mortgagor has paid prior to or
simultaneously with the Initial Closing of the Mortgage Loan, but only to the extent that such costs are includable in the
Total Development Cost under the Cost Certification Guide and this Agreement. If the amount of the initial equity
contribution as shown in the Commitment exceeds such development and construction costs so paid by the Mortgagor,

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the Authority shall have the right to withhold the disbursement of proceeds of the Mortgage Loan until the Mortgagor
shall have expended its own funds for the payment of development and construction costs includable in the Total
Development Cost of the Development in a total amount at least equal to the amount of its initial equity contribution as
shown in the Commitment.
11. Disbursements Held in Trust. The Mortgagor covenants that it will hold in trust each
disbursement hereunder, in an account separate from other funds, for application only to the items for which such
disbursement was requested and approved and shall account and be responsible therefor in the manner provided in this
Agreement.
12. Loan Must Remain in Balance. The Mortgagor agrees that the Mortgage Loan shall at all
times remain in balance. The Mortgage Loan shall be deemed to be in balance only when the undisbursed proceeds of the
Mortgage Loan (other than reserves, fees, expenses and other deposits required by the Authority and any funds withheld
by the Authority pursuant to Section 6(b) hereof pending the leasing and occupancy of units as specified therein) equal or
exceed the amount necessary (based on the Authority's estimate of the cost of construction) to pay for (a) all work
completed and all materials delivered, for which payment has not been made, and (b) the cost of completing construction
of the Development in accordance with the Drawings and Specifications or Work Write-up.
13. Withholding Disbursements to the Mortgagor. Disbursements requested by the Mortgagor on

account of construction of the Development shall be withheld or reduced, as deemed appropriate by the Authority, if the
Authority determines that (1) the Mortgagor is in breach of this Agreement, the Note, Mortgage, Regulatory Agreement
or any other agreement or instrument relating to the Mortgage Loan, (2) any previous disbursement was made to the
Mortgagor in excess of the amount properly due the Mortgagor hereunder, (3) payments to the General Contractor are to
be withheld or reduced pursuant to the Contract Documents, (4) the Mortgage Loan is not in balance or (5) litigation has
been commenced which in the sole discretion of the Authority may adversely affect the security of the Mortgage Loan or
its interests, rights or obligations with respect to the Development.
14. Insurance. During construction of the Development, the Mortgagor shall purchase and
maintain the insurance policies and coverage required by the Commitment and shall provide such evidence thereof as the
Authority may request from time to time. Renewa: policies and any replacement policies (or certificates of insurance
evidencing such policies) shall be delivered to the Authority at least fifteen (15) days prior to the expiration of existing
policies. The Authority shall have the right to require that the original of the insurance policies be delivered to and held
by the Authority. The Mortgagor shall cause the Contractor to purchase and maintain the insurance policies and coverage
required by the Construction Contract and to provide the Authority, upon its request from time to time, with evidence that
such policies and coverages are in full force and effect.
15. Waivers of Lien. The Mortgagor shall cause the General Contractor to furnish to the
Authority and the title insurer such affidavits, waivers of liens, acknowledgments and certifications as the Construction
Contract requires or the Authority may require pursuant thereto. In addition, concurrently with the final application for
payment the Mortgagor shall submit, in duplicate, an affidavit by the Mortgagor and General Contractor on the form
required by the Authority certifying that there are no liens, claims or demands by subcontractors, materialmen, laborers,
employees or other third persons and indemnifying the Authority against same. In the event the Authority at any time
becomes aware of a claim or demand against the Mortgagor, Contractor or the Authority by any person, firm or
corporation furnishing labor or materials for the construction of the Development, the Authority may (but shall not be
obligated to) withhold from any disbursements hereunder, in order to protect its interests as lender, an amount equal to
one hundred fifty (150%) percent of the amount of such claim or demand until such time as the Authority determines that
the claim or demand is finally resolved. The Mortgagor shall indemnify the Authority against all loss, cost, damage and
expense (including attorneys' fees) incurred by the Authority in connection with such claim or demand, and the Authority
shall have the right to reimburse itself for any such loss, cost, damage and expense from any undisbursed Mortgage Loan
proceeds, including any funds withheld from disbursement pursuant to this section.
16. Survey and Mortgagee Title Insurance Policy. The title insurance policy furnished pursuant to
the Commitment shall be extended, in the manner and form required by the Authority, so as to cover each and every
advance of proceeds of the Mortgage Loan at the time of payment thereof and, as so extended, shall show no mechanics'
or materialmen's liens against the Property and no additional exceptions or objections to title, except as may be approved
by the Authority. In connection with any application for disbursement, the Mortgagor shall (if required by the Authority)
cause the General Contractor to furnish an updated survey in the manner required by the Construction Contract. Upon
completion of construction, the Mortgagor shall cause the Contractor to furnish to the Authority a final survey and
certificate as required by the Construction Contract. Prior to the Final Closing of the Mortgage Loan, the Mortgagor shall
submit a final endorsement to the title insurance policy which shall, in addition to the requirements set forth above,
update all matters set forth therein to the date of Final Closing and eliminate those exceptions to title applicable only
during the construction period, and said final endorsement shall otherwise be in such form and provide such coverage as
the Authority shall require.
17. Construction and Occupancy of Development. The Mortgagor hereby certifies that, to the best
of its knowledge, (a) the Development as proposed complies with all zoning laws, ordinances and regulations, all building
and housing codes and all restrictions and covenants relating to the Property, (b) adequate water, sewer, gas, electricity,
telephone, waste disposal, and other utilities and services will be available, upon completion, to serve the Development
and (c) there are no pending changes with respect to any of the foregoing which would adversely affect the construction
or operation of the Development. The Mortgagor covenants that the Development shall be constructed strictly in
accordance with all requirements set forth in (a) in the preceding sentence and in accordance with the requirements of all
regulatory authorities, and any rating or inspection organization, bureau, association or office having jurisdiction. The
Mortgagor further agrees that the Development shall be constructed entirely on the Property and will not encroach upon

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any easement or right-of-way, or the land of others. The Mortgagor further covenants that no unit in the Development
will be occupied until the requisite certificate of occupancy shall have been issued for such unit.
18. Termination; Authority's Right to Complete Construction.
(a) At any time prior to the completion of the Development: (i) if the Mortgagor abandons the
same, or (ii) if work thereon ceases for a period of more than forty-five (45) days as a result of causes not within the
control of the Mortgagor or of more than ten (10) days as a result of other causes, as determined by the Authority, or (iii)
if the Mortgagor fails to commence, diligently continue or complete construction of the Development, or any part thereof,
strictly in accordance with this Agreement and the Contract Documents, or (iv) if the Mortgagor otherwise fails to
comply with any of the terms hereof, the Mortgage, or any other agreement or instrument rylating to the Mortgage Loan,
any such failure shall, if not corrected to the satisfaction of the Authority within fifteen days after notice thereof by the
Authority to the Mortgagor, be a default hereunder and the Authority, at its option, and in addition to all other rights and
remedies, may terminate this Agreement and pursue its rights and remedies under the Note and Mortgage. If the
Authority so elects to terminate this Agreement, any funds deposited by the Mortgagor with the Authority may be applied
by the Authority in accordance with the terms of the Mortgage. If the Authority elects not to terminate this Agreement, it
may take possession of the Property and all eq uipment and materials of the Mortgagor and perform any and all work and
labor necessary to complete the improvements substantially according to the Drawings and Specifications or Work Write-
up in such manner and subject to such conditions as the Authority may elect and may employ watchmen to protect the
Development from injury. All sums expended by the Authority shall be deemed to have been advanced to the Mortgagor
pursuant to the Note and secured by the Mortgage. For this purpose, the Mortgagor hereby constitutes and appoints the
Authority its true and lawful attorney-in-fact, with full power of substitution in the premises, to complete the
Development in the name of the Mortgagor. The Mortgagor hereby empowers said attorney as follows:
(i) To use any funds of the Mortgagor, including any which may be held in escrow, and
any undisbursed proceeds of the Mortgage Loan for the purpose of completing the Development;
(ii) To make such additions, changes and corrections in the Drawings and Specifications
or Work Write-up as shall be necessary or desirable to complete the Development in substantially the manner
contemplated by same;
(iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall
be required for such purposes;
(iv) To pay, settle or compromise all existing bills and claims which may be liens against
the Property, or as may be necessary or desirable for the completion of the Development, or for clearance of title;
(v) To execute all applications and certificates in the name of the Mortgagor which may
be required by any documents relating to construction of the Development;
(vi) To prosecute and defend all actions or proceedings in connection with the Property or
the construction of the Development and to take such action and require such performance as it deems necessary under
the accepted assurance of completion; and
(vii) To do any and every act which the Mortgagor might do in its own behalf.
(b) It is further understood and agreed that the foregoing power of attorney, which shall be
deemed to be a power coupled with an interest, cannot be revoked.
(c) No waiver of default shall be effective unless in writing and signed on behalf of the Authority,
and no waiver of any default or forbearance on the part of the Authority in enforcing any of its rights under this
Agreement shall create as a waiver of any other default on a future occasion or of any such right.
19. Right of Access; Inspections. The Authority and its agents shall have the right of entry and
free access to the Development and right to inspect all work done, and materials, equipment and fixtures furnished,
installed or stored in and about the Development, and to inspect all books, contracts, subcontracts and records of the
Mortgagor. It is understood and agreed that any such inspection by the Authority shall be for the sole benefit and
protection of the Authority, and neither the Mortgagor nor any other party shall be entitled to rely upon such inspections
or the results therefrom for any purpose whatsoever, including without limitation the assertion of (a) any claim or defense
with respect to any failure by the Mortgagor to perform in accordance with the terms of this Agreement or (b) any waiver
or other modification of the rights of the Authority or the obligations of the Mortgagor hereunder.
20. Assurance of Completion and Correction of Latent Defects. The Mortgagor shall cause the
General Contractor to provide to the Authority and to keep in effect the assurance of completion of the Development and
the assurance of correction of latent defects required by the Construction Contract.
21. Notices. Any notice required by this Agreement shall be made in writing by hand delivery,
(whether personally or by courier or other delivery service), by electronic or facsimile transmission, or by certified mail,
return receipt requested, addressed to the last known address or place of business of the recipient as shown in the records
of the party giving such notice and shall be considered to be given when received at such address or place or business or,
in the case of certified mail, three (3) days after date of mailing.
22. Authority Disclaimer. The Drawings and Specifications or Work Write-up, the General
Contractor and the materials, supplies and equipment to be used in connection therewith have been selected by the
VHDA Form No. CD 220-Conv.

2/05 Page 5
Mortgagor. The Authority, including, without limitation, its agents, employees and review architects and engineers, shall
have no responsibility therefor. The Authority assumes no responsibility for completion of the Development or the cost
thereof, satisfactory performance by the General Contractor, compliance with the Drawings and Specifications or Work
Write-up, or any other matters related to the construction, the Authority's sole interest in the foregoing being the
suitability of the improvements as security for the Mortgage Loan and compliance with the terms and conditions herein
contained. It is understood and agreed that the covenants and terms of this Agreement are not intended, and shall not be
construed, to benefit or protect any person or entity other than the parties to this Agreement and their successors and
assigns or to provide any such person or entity with any rights or remedies against the parties hereto. It is further
understood and agreed that no such person or entity shall be entitled to rely on the implementation or enforcement of any
term or provision of this Agreement by the parties hereto.
23. Assignment. As used in this Agreement, the term "Authority" shall be deemed to include any
persons to whom the Note and Mortgage referred to above shall be assigned by the Authority. This Agreement may not
be assigned by the Mortgagor without the prior written consent of the Authority. This instrument shall be binding upon
the parties hereto and their respective successors and assigns.
24. Rights of Authority to Remedy Defaults. If the Mortgagor defaults in the payment of any
sums or the performance of any act required by the terms of this Agreement and if such default is not cured to the
satisfaction of the Authority within fifteen (15) days after notice thereof by the Authority to the Mortgagor, the Authority
may, at its option, pay such sums or perform such act to such extent and in any form or manner which it deems expedient
and pay any costs, expenses and charges (including attorney's fees) which it deems necessary or appropriate therefor.
The Authority shall be the sole judge of the validity, priority and amount of any claim paid by it and the necessity for the
performance by the Authority of any such act which the Mortgagor was required but failed to perform. The Authority at
its option shall be subrogated to any encumbrance, lien, claim or demand which it has paid under the provisions hereof
and any such subrogation rights shall be additional and cumulative security to those set forth in the Mortgage and as
provided by law.
25. Repayment to Authority of Costs of Remedying Defaults. Upon the Authority's payment of
any sums or the performance of any act which the Mortgagor fails to payor to perform under this Agreement, the amount
so paid or the cost of performing any such acts (including all costs, expenses, charges and attorneys' fees deemed
necessary or appropriate by the Authority to effect such payment or to perform such act) shall be due and payable by the
Mortgagor to the Authority in accordance with Section 27 hereof.
26. Legal Action. The Mortgagor shall reimburse the Authority, its employees, commissioners
and agents immediately and without demand, for all costs, charges, claims, damages and attorneys' fees which any of
them may incur as a result of any legal or equitable action or proceeding affecting or relating to this Agreement, except
for any action or proceeding between the parties hereto in which the Authority is held to have committed a material
breach of the terms of this Agreement.
27. Amounts Due the Authority. Any amounts due the Authority by the Mortgagor pursuant to
this Agreement or as a result of a breach hereof shall be payable upon written demand of the Authority. Any amounts not
so paid upon demand, together with interest thereon at the rate under the Note, shall, at the option of the Authority, be
secured by the Mortgage.
28. Default under Deed of Trust. In the event of default under the Mortgage, the Authority shall
have the right, in addition to all other rights and remedies thereunder, to terminate this Agreement.
29. Severability. The invalidity of any clause, part or provision of this Construction Loan
Agreement shall not affect the validity of the remaining portions thereof.
30. Modifications. This Agreement may not be altered, modified or amended except in writing
signed by the Mortgagor and the Authority.

Page 6
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IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have set their
hands as of the day and year first above written.
Virginia Housing Development Authority

(Mortgagor)
By: ~.~. BELLE HAIL APAR'IMENTS, L.P., a Virginia

limited partnership
Its: Authoriztd 6ffiC¥"
By: Belle Hall GP, LLC , its·· General Partner
By: ~!i
_C__ . ' / / ---.
E. laWrY
5Ee"Ven Manager
V

2/05 Page 7
EXHIBIT A
Legal Description
All those certain lots, pieces or parcels of land, known, numbered and designated as
Parcell, Parcel 2 and Parcel 3 and drainage strip, reserve for drainage and park area and
the appurtenances thereunto belonging, situate in the City of Portsmouth, Virginia, as
shown and more particularly described on that certain plat entitled "Re-subdivision of
Lots 15 thru 47, Inclusive As Shown On Plat Entitled 'Map of Portsmouth Estates,
Property of Pat Realty Corp.' (M.B. 27, P. 10 - Chesapeake, Va.) Portsmouth, Virginia,"
dated January 2, 2008, prepared by John E. Sirine and Associates, Ltd., and recorded in
the Clerk's Office of the Circuit Court of the City of Portsmouth, Virginia, in Map Book
21, at pages 213 -215.
It being the same property conveyed to Belle Hall Apartments, L.P., a Virginia limited
partnership, by Deed from Portsmouth Estates Associates, L.P., a Virginia limited
partnership, dated December 20, 2007, and recorded December 26, 2007, in the Clerk's
Office of the Circuit Court of the City of Portsmouth, Virginia, as Document No.
070024463.
1259367vl
""'.----
....
December 4, 2007
BY FEDERAL EXPRESS

c/o John Taylor
Multifamily Mortgage Lending, LLC
3T3'Edwin Drive
Virginia Beach, VA 23462
RE: Belle Hall Apartments

VHDA Dev. No. 07-5467-VHDA-C; 07-5468-REACH-SP
Gentlemen:
Please fInd enclosed two duplicate originals of the Virginia Housing Development
Authority Mortgage Loan Commitment (the "VHDA Commitment") for the financing of Belle
Hall Apartments. Also enclosed are a set of initial closing documents and a number of specific
instructions, which supplement the requirements outlined in the Commitment. The instructions
cover such issues as title insurance and survey, preparation of Financing Statements, and
insurance requirements. I have also enclosed the VHDA Instructions to Closing Attorney that is
to be provided by you to your attorney to assist him in completing the closing.
After reviewing the Commitment and documents, you may accept the
Commitment by executing one of the duplicate originals and returning it to Barbara Maclver,
Construction Loan Administrator in VHDA's Multi-Family Division, by 3 p.m., December 18,
2007, along with the following amounts required by Sections 5 and 14(a)(i) of the Commitment:
1. A check payable to Virginia Housing Development Authority in the

amount of $70,150 representing the balance of the processing fee and cash
or letter of credit acceptable to VI-IDA in the amount of $37,700.
Enclosed with the initial closing documents is the acceptable form for the
Letter of Credit.
VIRGINI!~ HOUSING DEVELOPMENT J~UTHOI\ITY

601 SOUTH BI::LViDEIlE STFlEET I RiCHIVIOND, VIFIGINIJ\ 2.3220 I I)HONF: 8n1VHDf\123 I TlJD: 804/7836705 I WWvv.VHDA.COIV1
Page 2
I look forward to working with you to bring this loan to initial closing. Please feel free to
call me or have your attorney call me if you have any questions.
SCM:tyj
Enclosures
cc: Brenda Brophy

Barbara MacIver
MORTGAGE LOAN COMMITMENT - CONVENTIONAL
MULTI-FAMILY RENTAL HOUSING DEVELOPMENT
Re: Development: Belle Hall Apartments

VHDA Development No.: 07-5467-VHDA-C; 07-5468-REACH-SP
Mortgagor: Belle Hall Apartments, L.P.
TO: Belle Hall Apartments, L.P.

c/o John Taylor
Multifamily Mortgage Lending, LLC
373 Edwin Drive
The Virginia Housing Development Authority (the "Authority") hereby notifies you of the Authority's approval
of your application for a mortgage loan (the "Mortgage Loan") for the financing of the captioned proposed multi-family
rental housing development (the "Development"), located or to be located on certain property more particularly described
in Exhibit A attached hereto and made a part hereof (the "Property"), subject to your full and timely compliance with all
applicable provisions of the Virginia Housing Development Authority Act, being Chapter 1.2 of Title 36 of the Code of
Virginia of 1950, as amended (the "Act"), the Rules and Regulations of the Authority, and the following terms and
conditions:
1. Principal Amount of Mortgage Loan.
Subject to the terms hereof, the principal amount of the Mortgage Loan shall be the lesser of Four
Million Seven Hundred Twenty Thousand Dollars and Zero Cents ($4,720,000.00) or Ninety-Five percent (95%) of the
Total Development Cost of the Development as determined by the Authority in accordance with Section 9 hereof.
2. Mortgage Loan Interest Rate (Taxable Bond and VHFIREACH Virginia or HIP Financing; Initial and
Permanent Rates).
The Authority is to provide the financing for Three Million Seven Hundred Seventy Thousand Dollars
and Zero Cents ($3,770,000.00) original principal amount of the Mortgage Loan under its standard multi-family mortgage
loan program (the "Standard Program"), and the Authority's Virginia Housing Fund and/or REACH Virginia program
(the "VHFIREACH Program") is to provide financing for the remaining Nine Hundred Fifty Thousand Dollars and Zero
Cents ($950,000.00) original principal amount of the Mortgage Loan.
The portion of the Mortgage Loan to be financed under the Standard Program shall bear interest at an
initial interest rate (as determined by the Authority in accordance with this Section 2) from the date of the Deed of Trust
Note referenced below to, but not including, the effective date of the permanent interest rate (such effective date to be
established on the Lock-in Date by the Authority as the day following the expiration of the time period which shall
commence on the Lock-in Date and which shall continue for such period of time, not to exceed 24 months, as the
Mortgagor shall specify in its request for the Lock-in Date pursuant to this Section 2) and shall thereafter bear interest at a
permanent rate (as determined by the Authority in accordance with this Section 2).
Subject to the provisions of Section 14 hereof, the initial interest rate and the permanent interest rate on
the portion of the Mortgage Loan to be financed under the Standard Program shall be determined by the Authority as of
such date (the "Lock-in Date") as shall be requested by the Mortgagor within Sixty (2Q) days after the date that this
Commitment becomes effective in accordance with the requirements of Section 14a(l) hereof (which Lock-in Date may
be the date of such request, if received by the Authority on or before 3:00 p.m. on such date, or any date thereafter within
Sixty (2Q) days after such effective date of this Commitment), but in no event shall such initial interest rate and
permanent interest rate exceed Seven and Twenty-Five One-Hundredths percent (7.25%) per annum (the "Maximum
Interest Rate"). If the Mortgagor shall fail to so request a Lock-in Date within Sixty (2Q) days after such effective date of
this Commitment, the Authority shall have the right to terminate this Commitment, and in the event of such termination,
the Financing Fee (as set forth in Section 5 hereof) and the letter of credit or cash, as applicable, delivered pursuant to
Section 14a(l) hereof shall be returned by the Authority to the Mortgagor.
The interest rate on the portion of the Mortgage Loan to be financed under the VHFIREACH Program
shall be Four and Seventy-Five One-Hundredths percent (4.75%) per annum.
During the period that interest only is due and payable on the Mortgage Loan, the interest rate on the
Mortgage Loan shall be the rate that will result in interest only payments on the Mortgage Loan that are equal to the sum
of the interest only payments on all of the portions of the Mortgage Loan. During the period that monthly payments of
principal and interest are due and payable on the Mortgage Loan, the interest rate on the Mortgage Loan shall be the rate,
as determined by the Authority, that will result in a monthly payment of principal and interest on the Mortgage Loan
(payable on a level annuity basis by equal payments of principal and interest in accordance with Section 3 hereof) which
is equal to the total of the monthly payments of principal and interest that would fully amortize the principal amounts of
the portions of the Mortgage Loan financed under the above described Programs at their respective interest rates over the
term of the Mortgage Loan as set forth in Section 3 hereof.
VHDA Form No. CD llO-Conv Page 1

3/07
3. Repayment of Mortgage Loan CConstructionJPermanent Financing).
Beginning on the first day of the month following the Closing and on the first day of each and every
month thereafter until and including the first day of the month preceding the month in which monthly payments of
principal and interest are commenced, the Mortgagor shall pay to the Authority all interest then due on the Mortgage
Loan. The first monthly payment of principal and interest on the Mortgage Loan shall be due on the first day of the
Eighteenth (18th) month following the month in which the Deed of Trust is dated or on such later date as may be
established by the Authority. The Mortgage Loan shall be payable on a level annuity basis by Three Hundred Sixty (360)
equal payments of principal and interest in such amount as shall be established by the Authority. The maturity and final
payment date of the Mortgage Loan shall be Twenty-Nine (W years and Eleven (11) months following the due date of
the first monthly payment of principal and interest or such later date as may be established by the Authority.
4. Mortgage Loan Closing CConstructionJPermanent Financing).
a. As a condition precedent to the Closing of the Mortgage Loan hereunder, the Mortgagor and
the General Contractor (if any) shall have scheduled and attended a pre-construction conference with the VHDA
Construction Control Officer.
b. As a condition precedent to the Closing of the Mortgage Loan hereunder, each of the
following shall be delivered to the Authority in form and substance satisfactory to the Authority:
(1) Deed of Trust Note (VHDA Form No. CD-200 Conv) executed by the Mortgagor
(Taxable/VHDA Funds Financing). Under the terms of the Deed of Trust Note, the Mortgagor shall
covenant not to pay the debt evidenced by the Deed of Trust Note or any part thereof prior to or in
advance of the payment schedule described therein until the date (the "Prepayment Date") which is ten
years after the date of the Deed of Trust Note. Subsequent to the Prepayment Date, the Mortgagor shall
have the right to prepay, in whole but not in part, the debt evidenced by the Deed of Trust Note;
provided, however, that the Mortgagor in connection with such prepayment shall pay, in addition to all
amounts due under the Deed of Trust Note, a prepayment fee equal to the greater of either (i) six
percent (6%) of the then outstanding principal balance of the Mortgage Loan reduced by one percentage
point for each twelve month period that has expired since the Prepayment Date, but in no event less
than one percent (1 %) of the then outstanding principal balance, or (ii) the total of (a) all fees, costs or
other sums required to be paid under the resolutions adopted by the Authority to authorize the notes or
bonds which are then financing the Mortgage Loan, (b) all other costs paid or to be paid by the
Authority in connection with the issuance and retirement of such notes or bonds and any other notes or
bonds theretofore issued to finance the Mortgage Loan, and (c) any other costs of the Authority relating
to the financing of the Mortgage Loan. For further requirements regarding prepayment of the Mortgage
Loan, see the Deed of Trust Note enclosed herewith.
(2) Deed of Trust (VHDA Form No. CD 2IO-Conv) executed by the Mortgagor and
securing the Mortgage Loan, conveying the Property and constituting a first lien thereon.
(3) Construction Loan Agreement (VHDA Form No. CD 220-Conv.) governing advances
of the proceeds of the Mortgage Loan and providing for completion of the construction or rehabilitation
within Fifteen (li) months from the date of the Construction Loan Agreement.
(4) Regulatory Agreement (VHDA Form No. CD 230-Conv) to permit the Authority's
regulation of the Mortgagor pursuant to the Act and the Authority's Rules and Regulations. (Taxable/
VHDA Funds Financing; REACH Virginia Financing; LIHTC). This Regulatory Agreement shall
require the maintenance of a Reserve Fund for Replacements and monthly deposits thereto in the
amount of Three Thousand Dollars and Zero Cents ($3,000.00), subject to such reductions or increases
as provided therein. In this Regulatory Agreement, the Mortgagor shall covenant and agree that (i) the
units in the Development that are subject to the extended low-income housing commitment required by
subsection (h)(6) of Section 42 of the Internal Revenue Code of 1986, as heretofore and hereafter
amended, or any successor provision, shall be occupied or held available for occupancy by individuals
and families whose incomes do not exceed as of the date of their initial occupancy of such units the
applicable income limitation under such commitment and (ii) the units (if any) in the Development that
are not subject to such commitment (and, upon any termination of such commitment, all of the units in
the Development) shall be occupied or held available for occupancy by individuals and families whose
adjusted family incomes, as determined in accordance with the Authority's Rules and Regulations in
effect on the date of such determination, do not exceed as of the date of their initial occupancy of such
units one hundred fifty percent (150%) of the area median gross income as then determined by the
Authority (without adjustments for family size). For further terms and conditions regarding the above
covenants, see the Regulatory Agreement enclosed herewith.
(5) Construction Contract (VHDA Form No. CD 300-Conv.), providing for the
construction or rehabilitation of the Development by the Authority-approved General Contractor in
accordance with the Drawings and Specifications or Work Write-up described below and within Fifteen
(li) months from the date of the Closing.
VHDA Form No. CD 1IO-Conv Page 2

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(6) General Conditions of the Contract for Construction (VHDA Form No. CD 310
Conv), between the Mortgagor and the Authority-approved General Contractor pursuant to which the
Development is to be built or rehabilitated.
(7) Assurance of completion of construction of the Development by the General

Contractor in the form of a Completion Assurance Agreement (VHDA Form No. CD-333 Conv) with
an unconditional, irrevocable Letter of Credit issued to the Authority, by a commercial bank acceptable
to the Authority, in the form required by the Authority and in the amount of Eight Hundred Seventy-
One Thousand Nine Hundred Fifty-Five Dollars and Zero Cents ($871,955.00).
(8) Trade Payment Breakdown (VHDA Form No. CD-400) executed by the Mortgagor
and the General Contractor specifying the cost of each classification of construction requirements
pursuant to the Drawings and Specifications or Work Write-up described below and within the scope of
the Construction Contract. The Trade Payment Breakdown must be submitted to the Authority for its
review at least thirty (30) days prior to Closing.
(9) Drawings and Specifications must be submitted to the Authority for its review at least
thirty (30) days prior to Closing.
(10) Agreement (VHDA Form No. CD 340-Conv.) between the Mortgagor and the
Authority-approved Architect(s) for the rendering to the Mortgagor of design and supervisory
architectural services, together with Architect's Certificate (VHDA Form No. 352).
(11) {Mortgagor's Certificate of Actual Costs and Closing Determinations - Deleted}
(12) Title Insurance Policy, in an amount equal to the maximum principal amount of the
Mortgage Loan, insuring the Authority's interest in the Property which shall show that title to the
Property on the date of the Closing of the Mortgage Loan is vested in the Mortgagor free of
encumbrances other than the Deed of Trust and the Regulatory Agreement, and free from all objections
to title, except such as are specifically determined to be acceptable by the Authority. The Title
Insurance Policy shall be issued by a title insurance company acceptable to the Authority and shall
contain such terms and conditions and shall provide such coverage (including coverage against
mechanics' and materialmen's liens) as shall be satisfactory to the Authority. The title insurance
company shall issue an insured closing protection letter acceptable to the Authority with respect to the
Mortgagor's counsel.
(13) Financing Statement(s) securing the Mortgage Loan, naming the Authority as the
secured party, and covering certain tangible and intangible personal property used in, arising out of or
relating to the Development. Such Financing Statement(s) shall be prepared and filed in accordance
with the Instructions for Preparation and Filing of Financing Statement(s) enclosed herewith. The
Mortgagor's Attorney's Opinion required by subparagraph (30) of this subsection b shall include an
opinion that no prior financing statements shall have been filed in the name of the Mortgagor with
respect to such personal property; provided, however, that in lieu of such opinion as to prior financing
statements, the Mortgagor may submit a DCC search report, in form and substance satisfactory to the
Authority, addressed to the Authority by a firm acceptable to the Authority and showing no prior filed
financing statements in the name of the Mortgagor with respect to such personal property as of the date
and time of the filing of the above referenced Financing Statement(s). The Mortgagor shall also submit
a Statement of Fact issued by each state filing office in which the filing of the above referenced
Financing Statement(s) is required by the Authority, which Statement of Fact shall indicate that no prior
financing statements shall have been filed in the name of the Mortgagor with respect to such personal
property as of the date and time of the filing of the above referenced Financing Statement(s).
(14) Certificate of Mortgagor's Attorney (VHDA Form No. CD 370).
(15) Such certificates of the Mortgagor and principals therein as is necessary, in the
opinion of the Authority or its counsel, to evidence their legal capacity to execute the documents
described in this Section 4.
(16) Building permit(s) issued by legally constituted authorities having jurisdiction.
(17) {Certificates of Occupancy - Deleted}
(18) An ALTA survey and Surveyor's Certificate (VHDA Form No. CD-360) addressed
to the Authority, both certified as of a date within thirty (30) days of the date of the Closing, showing
no easements, encroachments or other matters pertaining to the Property except as may be acceptable to
the Authority.
(19) {Escrow Agreement for Incomplete On-Site Improvements - Deleted}
(20) {Latent Defect Agreement - Deleted}
(21) {PMI Commitment - Deleted}
VHDA Form No. CD 110-Conv Page 3

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(22) The following insurance policies or certificates of insurance therefor shall be
provided by companies not unacceptable to the Authority, shall provide the hereinbelow described
insurance coverage satisfactory to the Authority, and shall state that the insurer(s) shall endeavor to
give the Authority thirty (30) days advance written notice of any cancellation of the policies before the
expiration thereof.
(a) The Mortgagor shall deliver to the Authority the original of a builder's risk
insurance policy or certificate of insurance therefor with "all risk" coverage on a completed
value basis for full insurable value covering the interest of the Mortgagor, the Authority and
the General Contractor, if any, (containing a waiver of subrogation against the General
Contractor's subcontractors and persons performing work in connection with the
Development) upon all work incorporated in the Development and all materials and equipment
on or about the property intended for permanent use in the Development or incident to the
construction or rehabilitation thereof, the cost of which is included in the Construction Loan
Agreement, but not including the machinery, tools or equipment used by the General
Contractor (if any), its subcontractors and others in performance of work under the Contract
Documents. Upon issuance of the initial certificate of occupancy for the Development, the
Mortgagor shall provide the Authority with hazard insurance coverage as required in the
Regulatory Agreement. Such hazard in~urance shall include "Automatic Coverage for Newly
Acquired Locations" that will cover subsequently completed buildings in the Development for
a period of at least 30 days after such buildings are completed. Such builder's risk and hazard
insurance policies shall contain a standard mortgagee clause and the loss will be payable to the
Authority or its assigns.
(b) The Mortgagor shall deliver to the Authority evidence satisfactory to the
Authority of the existence of Broad Form Comprehensive General Liability Insurance insuring
the Mortgagor, with the Authority named as an additional insured therein, relating to the
Property and the Development with a combined limit for bodily injury and property damage in
an amount not less than $1,000,000.
(23) The Mortgagor shall cause the General Contractor to obtain, pay for, and keep in
effect from the inception of construction or rehabilitation, or from such time as the Authority may
require, the following insurance:
(a) Broad Form Comprehensive General Liability Insurance covering the

Contractor with a combined limit for bodily injury and property damage in an amount not less
than $1,000,000; and
(b) Workers' Compensation and Employer's Liability Insurance covering the

General Contractor.
At the Closing, the General Contractor shall submit a certificate or certificates of insurance, in form
satisfactory to the Authority, evidencing that such insurance is in effect. The insurance policies
providing the above described coverage shall be issued by companies not unacceptable to the Authority,
and the policies or certificates of insurance therefor shall provide that the insurer(s) shall endeavor to
give the Authority thirty (30) days advance written notice of any cancellation of the policies before the
expiration thereof.
(24) If the Development is in an area that has been identified by HUD as having special
flood hazards and in which the sale of flood insurance has been made available under the National
Flood Insurance Act of 1968, the Mortgagor shall provide a certificate of insurance evidencing such
flood insurance coverage of the Development as is satisfactory to the Authority and as is required by
the Flood Disaster Protection Act of 1973.
(25) {Initial Equity Escrow Agreement - Deleted}
(26) A copy of the Deed conveying the Property to the Mortgagor.
(27) A Housing Management Agreement (VHDA Form No. CD 61O-Conv.) providing for
the management of the Development. The fee to be paid the Authority-approved Management Agent, if
any, shall be equal to Five percent (~%) of gross rent collections received during each month as
determined by the Authority. The Housing Management Agreement shall provide that (i) the prior
approval of the Mortgagor is required for any expenditure by the Management Agent in excess of
$1,000 (or such other amount as the Authority may approve) in anyone instance for labor, materials or
otherwise, in connection with the maintenance and repair of the Development, subject to certain
exceptions set forth therein and (ii) without the prior approval of the Mortgagor, funds shall not be
expended for any operating expense which is in excess of $3,000 or such other amount as the Authority
may approve and which is not included in the annual operating budget.
(28) Phase I Assessment as described in the Environmental Hazards Management

Procedures of the Federal National Mortgage Association for its Multifamily Delegated Underwriting

3/07
and Servicing Product Line, which Assessment shall be performed by an independent, competent and
qualified engineer satisfactory to the Authority, shall be dated not more than sixty (60) days prior to
Closing, and shall indicate no environmental conditions or other matters unacceptable to the Authority.
Such Phase I Assessment shall be addressed to the Authority; or pursuant to a separate agreement with
or letter from such engineer, the Authority shall be entitled to rely upon such Phase I Assessment
without any limitations or conditions unacceptable to the Authority.
(29) {Confirmations of Resident Eligibility - Deleted}
(30) Mortgagor's Attorney's Opinion addressed to the Authority indicating, among other
things, compliance with all legal requirements in the formation of the Mortgagor and the execution of
documents.
(31) One of the following: (a) a copy of the written staff determination received by the
Mortgagor from the locality in which the Development is to be located in form and substance
acceptable to the Authority stating that the Development is consistent with current zoning and other
land use regulations, (b) a written certification from the Mortgagor that such locality failed to respond
to the Mortgagor's written request for such a written staff determination within 30 days after the
locality's receipt of such written request or (c) a copy of the building permit(s) issued by such locality
for the construction or rehabilitation (if any) of the Development to be completed after the date hereof.
If paragraph (16) of this subsection 4b requires the delivery of the building permit(s) for the
construction or rehabilitation of the Development, the delivery of such building permit(s) at or prior to
the Closing shall satisfy the requirement of this paragraph (31); however, compliance with (a) or (b) of
this paragraph (31) shall not be deemed to satisfy the requirement (if any) for the building permit(s) in
paragraph (16) of this subsection 4b.
5. Processing Fee and Financing Fee.
Prior to or simultaneously with the acceptance of this Commitment pursuant to Section 14 hereof, the
Mortgagor shall have paid to the Authority a processing fee (the "Processing Fee") in the amount of Twenty-Three
Thousand Six Hundred Dollars and Zero Cents ($23,600.00) of which Ten Thousand Dollars and Zero Cents
($10,000.00) has been paid prior to the date hereof. The Processing Fee shall be non-refundable in the event the
Mortgagor does not proceed with the Closing of the Mortgage Loan and the Authority is prepared to proceed with the
financing of the Mortgage Loan. The portion of the Processing Fee equal to costs paid or incurred to third parties by the
Authority in connection with its processing of the application for the Mortgage Loan shall be non-refundable in all cases.
Prior to or simultaneously with the acceptance of this Commitment pursuant to Section 14 hereof, the Mortgagor shall
pay to the Authority a financing fee (the "Financing Fee") in the amount of Fifty-Six Thousand Five Hundred Fifty
Dollars and Zero Cents ($56,550.00) of which Zero Dollars and Zero Cents ($0.00) has been paid prior to the date hereof.
6. {Tenant Certification - Deleted}
7. Rate of Return.
The Authority has determined, in accordance with the applicable prOVlSlons of the Act and the
Authority's Rules and Regulations, that there shall be no limitation on the annual distributions which may be made by or
to the Mortgagor in respect of the Development.
8. Development Cost Analysis.
Attached hereto and made a part hereof is a Development Cost Analysis setting forth the Authority-
approved estimated Total Development Cost, annual operating expenses and cash flow analysis, and the schedule of
minimum rents intended to be charged to occupants. Subject to the terms of the Construction Loan Agreement, this
Development Cost Analysis shall govern the allocation of all disbursements of proceeds of the Mortgage Loan, except to
the extent the Authority shall require adjustments as a result of its review of the Drawings and Specifications or Work
Write-up (as applicable) and the Trade Payment Breakdown.
9. Determination of Total Development Cost, Principal Amount of Mortgage Loan and Equity Investment
(ConstructionJPermanent Financing).
The Total Development Cost, the principal amount of the Mortgage Loan, and the Mortgagor's equity
investment shall be determined by the Authority at the Final Closing and final disbursement of the Mortgage Loan in
accordance with the terms of the Construction Loan Agreement. The Principal Amount of the Mortgage Loan shall be
determined in accordance with Section 1 hereof. The equity investment shall be determined to be the difference between
(i) the Total Development Cost and (ii) the principal amount of the Mortgage Loan.
10. Scheduling of Closing; Closing Attorney.
The date of the Closing of the Mortgage Loan will be scheduled by the Authority upon receipt, at the
Authority Offices, from the Mortgagor of a complete set of draft copies of all documents required to be delivered at the
Closing. Construction or rehabilitation of the Development shall not commence prior to the Closing of the Mortgage
VHDA Form No. CD 11O-Conv Page 5

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Loan unless specifically so authorized in writing by the Authority and on such terms and conditions as the Authority may
deem to be appropriate.
The Mortgagor agrees that the attorney(s) who will represent the Mortgagor in the Closing of the
Mortgage Loan shall not be on the Authority's list of attorneys who are debarred from closing the Authority's multi-
family mortgage loans. A copy of such list may be obtained from the Authority's General Counsel.
11. Assignment or Transfer of Commitment.
This Commitment shall not be assignable or transferable by the Mortgagor without the prior written
consent of the Authority.
12. Term of Commitment.
Subject to the provisions of Section 14 hereof, this Commitment shall terminate on the date that is
Thirty Gill) days after the Authority gives notification (if any) to the Mortgagor specified by Section 14a(2)(i) or such
later date as the Authority may approve at the request of the Mortgagor at the time of such notification, unless the Closing
of the Mortgage Loan shall have occurred prior to such date in accordance with the terms hereof or unless this
Commitment is renewed or, pursuant to Section l4a(3) below, is extended by the Authority.
13. Litigation and Change in Circumstances.
In the event that (i) litigation commences or a change occurs in the circumstances, facts, conditions or
assumptions upon which this Commitment is based and (ii) the Authority determines that such litigation or change would
adversely affect (a) the financial feasibility of the Development, (b) the ability of the Mortgagor to construct or
rehabilitate (as may be applicable) or to own and operate the Development in accordance with the documents required
hereunder to be submitted at Closing, (c) the security of the Mortgage Loan or (d) the Authority's interests, rights or
obligations with respect to the Development, then in any such event the Authority shall have the right to terminate or
suspend this Commitment by giving the Mortgagor written notice thereof. In the event of suspension, the Authority shall
not be obligated to consummate the Closing or to make the Mortgage Loan in accordance herewith until such time as the
Authority determines to its satisfaction that the above described adverse effects will not occur, and the Authority may at
any time after suspension terminate this Commitment by written notice to the Mortgagor.
Any change in any person or entity who is to act as a general partner or principal in the Mortgagor or as
General Contractor (if any), Architect (if any), or Management Agent (if any) with respect to the Development shall be
subject to the prior written approval of the Authority.
14. Effectiveness of Commitment.
a. (1) This Commitment shall not become effective unless one of the
accompanying duplicate copies hereof duly executed by the party or parties indicated below (together
with a cashier's or certified check payable to the Authority in the amount of Seventy Thousand One
Hundred Fifty Dollars and Zero Cents ($70,150.00) for all or the remaining balance of the Financing
Fee and all or the remaining balance of the Processing Fee due and payable pursuant to Section 5 hereof
and either (i) a letter of credit issued to the Authority by a commercial bank acceptable to the Authority
in the form required by the Authority, for a term expiring no earlier than the total of the number of days
set forth in Section 2 and the first sentence in subsection (a)(3) of this Section plus thirty days (but in no
event less than ninety days or more than three hundred sixty-five days) after the date on which this
Commitment becomes effective, and in the amount of Thirty-Seven Thousand Seven Hundred Dollars
and Zero Cents ($37,700.00) or (ii) a cash deposit in such amount in the form of a cashier's or certified
check payable to the Authority) is delivered on or before December 18,2007, at 3:00 p.m., Richmond
time, to the Authority, Attention: Ms. Barbara MacIver, Construction Loan Administrator.
(2) Subsequent to the Lock-in Date, the Authority shall notify the Mortgagor that either
(i) the Authority will make available sufficient funds at or below the Maximum Interest Rate set forth in
Section 2 hereof to finance the portion of the Mortgage Loan to be financed under the Standard
Program or (ii) the Authority will not make available such funds at or below such Maximum Interest
Rate.
(3) If the Authority notifies the Mortgagor in accordance with subsection (2)(i) above
that sufficient funds to finance the portion of the Mortgage Loan to be financed under the Standard
Program will be made available at or below the aforesaid Maximum Interest Rate, the Mortgagor shall
be obligated to complete the Closing of the Mortgage Loan in accordance with the terms of this
Commitment on or before the date that is Thirty (}ill days after such notification by the Authority or
such later date as the Authority may approve at the request of the Mortgagor at the time of such
notification. The Authority may, but shall not be obligated to, extend the time period (as specified in
Section 12 and this subsection a(3) in which the Mortgagor is obligated to complete the Closing of the
Mortgage Loan. As a precondition to any such extension, the Authority shall require the payment of a
non-refundable fee of one-half percent (0.5%) of the principal amount of the Mortgage Loan for each
period of 30 days (and any period of less than 30 days) that such time period is so extended.
VHDA Form No. CD 1I0-Conv Page 6

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(4) If the Authority notifies the Mortgagor in accordance with subsection (2)(ii) above
that sufficient funds to finance the portion of the Mortgage Loan to be financed under the Standard
Program will not be made available at or below the aforesaid Maximum Interest Rate, this Commitment
shall terminate, and the Authority shall return to the Mortgagor the Financing Fee and the letter of
credit or cash deposit, as applicable, delivered pursuant to subsection a(l) above.
b. A failure by the Mortgagor to complete the Closing of the Mortgage Loan in accordance with
subsection a(3) above shall entitle the Authority to terminate this Commitment, shall cause the forfeiture, in full, of the
Financing Fee (as well as the Processing Fee pursuant to Section 5 hereof), and shall entitle the Authority either to draw
upon the letter of credit delivered pursuant to subsection a(l) above and retain the proceeds therefrom or to retain the cash
deposit delivered pursuant to subsection a(l) above, as applicable.
c. At the completion of Closing of the Mortgage Loan in accordance with the terms of this
Commitment, the Authority shall return to the Mortgagor the letter of credit or cash deposit, as applicable, delivered
pursuant to subsection a(l) above; however, all of the Financing Fee (as well as the Processing Fee) will be retained by
the Authority.
d. The Mortgagor shall keep the letter of credit (if any) described in a(l) above in full force and
effect until either (i) the date on which the Closing has been completed in accordance with the terms of this Commitment
or (ii) in the event of termination of this Commitment, the date which is fifteen days after the date of such termination,
provided that the Mortgagor shall not be obligated to keep such letter of credit in full force and effect subsequent to any
return thereof by the Authority to the Mortgagor pursuant to Section 2 or subsection a(4) above. The Mortgagor shall
provide the requisite renewals, extensions and replacements of any such letter of credit at least fifteen (15) days prior to
the expiration thereof. If the Mortgagor shall fail to so renew, extend or replace any such letter of credit, the Authority
shall have the right to draw on such letter of credit and to deposit the funds in an account under the Authority's control,
and such funds shall be thereafter held and disbursed in accordance with the terms of this Section 14 in the same manner
as a cash deposit delivered pursuant to subsection a( 1) above. If the issuer of the letter of credit refuses to honor any draft
thereon or indicates that any draft will not be so honored, the Mortgagor shall within five (5) days after notice from the
Authority replace such letter of credit with another letter of credit acceptable to the Authority. The Mortgagor shall
immediately reimburse the Authority for all costs and expenses incurred by the Authority in drawing or attempting to
draw on any letter of credit or in accomplishing the renewal, extension or replacement thereof; and if not so reimbursed,
the Authority shall have the right to draw on the letter of credit for the purpose of such reimbursement. If the Mortgagor
shall fail to comply with the provisions of this subsection d, the Authority shall have the right to terminate this
Commitment and to retain the Financing Fee (as well as the Processing Fee pursuant to Section 5 hereof) and any cash
deposit delivered pursuant to subsection a(l) above; provided, however, that the Authority may not exercise such right
upon any failure by the Mortgagor to renew, extend or replace the letter of credit if the Authority shall have received the
full amount of any draw on the letter of credit of funds to be held as a cash deposit in accordance herewith.
15. Requirements with Respect to the Authority's Bonds (Taxable Financing).
The Mortgagor shall submit, at such time or times prior to the Closing as the Authority may require,
any documents or instruments (in addition to those described in Section 4 hereof) which are required by the Authority'S
bond counsel as a result of obligations imposed upon the Authority by contract or agreement relating to the notes or
bonds issued by the Authority to finance the Mortgage Loan.
16. Organizational Documents.
Upon the request of the Authority, the Mortgagor shall, prior to closing, provide to the Authority true
and complete copies of the organizational documents of the Mortgagor and entities having any direct or indirect
ownership interest in the Mortgagor.
17. Receipt of Documents.
By execution hereof, the Mortgagor acknowledges receipt of all of the hereinabove referenced VHDA
form documents and understands and agrees that the Mortgage Loan shall be made subject to and in accordance with the
terms and conditions therein.
18. Third Parties.
It is understood and agreed that the provisions of this Commitment are not intended, and shall not be
construed, to benefit or protect any person or entity other than the parties hereto and their successors and assigns or to
provide any such person or entity with any rights or remedies against the parties hereto. It is further understood and
agreed that no such person or entity shall be entitled to rely on the implementation or enforcement of any provision of this
Commitment by the parties hereto.
19. Public Communication.
The Mortgagor shall give the Authority reasonable notice of and right to approve in advance all
communication to the press or the general public (including, without limitation, press releases, public announcements,
advertisements, promotional materials, signage, interviews in newspapers or on television or radio, and promotional and
publicity events) by or on behalf of the Mortgagor regarding the Development or the financing provided by the Authority
pursuant to this Commitment. Such right of approval shall include, but not be limited to, the right to approve the content,
VHDA Form No. CD lIO-Conv Page 7

3/07
appearance, timing, manner of release or distribution, recipients, participants, and location, as applicable, of each such
communication. The Mortgagor shall give the Authority the opportunity to participate in all releases and distributions of
such communication, all interviews in newspapers or on television or radio, and all promotional and publicity events
regarding the Development or such financing and shall otherwise coordinate and cooperate with the Authority with
respect to all such communication. This Section shall survive the Closing.
20. Additional or Special Conditions.
This Commitment is subject to the additional or special conditions set forth in Attachment A which is
attached hereto and is made a part hereof.
By:
////~~
Its: Authorized Officer /'
Dated: /2.--/r 4"\11-""'

01
-'-------
Accepted this ''0"'-

day of ~ , -.Z:...t!07

(Mortgagor)
~~ if ~ PArfM;sL,
VHDA Form No. CD 1l0-Conv Page 8

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EXHIBIT A
Property Description
Approximately 8.77 acres at the intersection of Cheyenne Trail and Navajo Trail, which is close to the
intersection of Cheyenne Trail and Portsmouth Boulevard in the City of Portsmouth.

3/07
ATTACHMENT A
Special Conditions:
1. Prior to Closing, an appraisal of the proposed Development satisfactory to the Authority shall have been performed and
shall have been received by the Authority. If the appraised value is less than $5,244,445, the maximum amount of the
Mortgage Loan shall be reduced to an amount which, when combined with any other loan funding from the Authority and
any other loan and/or grant funding from the Virginia Housing Partnership Revolving Fund, shall equal 90% of the
greater of (a) such appraised value or (b) the value of the proposed Development as determined by the Authority based
upon its review of such appraisal. No adjustment shall be made if the appraised value is equal to or greater than
$5,244,445.
2. Prior to Closing, the Mortgagor shall execute and deliver to the Authority a Tenant Selection Plan in accordance with the
requirements of the Act and the Authority's Rules and Regulations and in form and substance acceptable to the Authority.
3. Prior to Closing, Mortgagor shall present plans and specifications that are satisfactory to the Authority in its sole
discretion after the Authority's own architectural and engineering review of those plans and specifications
4. Notwithstanding anything to the contrary in this Commitment, the initial interest rate shall not extend past the first day of
the month immediately preceding the month in which the first payment of principal and interest is scheduled.

3/07
Belle Hall Apartments WORKBOOK Rey 6-21-07.xls
Belle Hall Apartments
Development Cost Analysis
11/27/2007 07-5468-REACH-SP
PROJECT NUMBER(S) : 07-5467-VHDA-C
ILOANS/POSITION MONTHS PRINCIPAL! I FINANCE FEES RATE DEBT SERI
VHDA Taxable 360 $3,770,000 $75,400 7.250% $308,617
REACH Preservation 360 $950,000 $4,750 4.750% $59,468
TOTAL 360 $4,720,000 $80,150 6.769% $368,084

TERMS I I EQUITY INVESTMENT I
TOTAL UNITS 120 NET CASH FLOW 12.75%
GROSS SQ. FT. 127,039 TOTAL DEVELOPMENT $11,659,202
PERMANENT MORTGAGE(S) $4,720,000 MORTGAGE
TOTAL FEES $80,150 EQUITY REQUIRED 60% $6,939,202
LOAN PER UNIT $39,333 L1HTC SYNDICATlm 0% ON $8,364,507
CONSTRUCTION LOAN(S) $4,720,000 NET EQUITY ($1,425,305)
CONTRACT I I INCOME I
OFF-SITE $0
ON-SITE $800,000 UNIT TYPE(BR/B) NO. RENT ANNUAL
UNUSUAL SITE - Demolition $125,000
LANDSCAPE $50,000 2/2 1050 SF 76 @ $600 $547,200
ENGINEERING $0 3/2 1175SF 44 @ $685 $361,680
OTHER $0
SUBTOTAL $975,000
STRUCTURES $6,437,500
COMMUNITY $225,000
SUBTOTAL $52.44 $6,662,500
GEN. REQUIREMENT 6.02% $459,450
OVERHEAD 1.89% $153,150
PROFIT 5.57% $459,450 SUBTOTAL 120 $908,880
LETTER OF CREDIT $5,000 OTHER INCOME 120 @ $5 $59,688
BUILDING PERMIT $5,000 TOTAL INCOME $968,568
SUBTOTAL $1,082,050 VACANCY 6.00%
TOTAL CONTRACT $8,719,550 E.G.I $910,454
I OWNER COST I I OPERATING EXPENSES I
BUILDING PERMITS $0 $0
DESIGN ENGINEERING $941 $112,930
DESIGN ARCHITECT $1,021 $122,500 ADMINISTRATIVE 124,143
ARCHITECT SUPERVISION $225 $27,000 UTILITIES 86,100
TAP FEES $1,509 $181,035 OPERATING & MAINTENANCE 117,000
ENVIRONMENTAL $5,500 TAXES & INSURANCE 132,186
CONST INTEREST $289,097 TOTAL OPERATING EXPENSES 3829 459,429
TAXES $15,000 REPLACEMENT RESERVES 300 36,000
INSURANCE $25,000
VHDA PROCESSING FEE 0.5% $23,600 TOTAL EXPENSES 4129 495,429
VHDA FINANCE FEE 1.5% $56,550
CERTIFICATION $15,000
TITLE & RECORDING $30,000
LEGAL $35,000
MORTGAGE BANKER 1.00% $47,200
TAX CREDIT FEE $63,330
SOIL BORINGS $10,410
APPRAISAL/MARKET STUDY $13,500
FF&E COMMON AREA $20,000
MARKETING $25,000
Relocation $102,000
SUBTOTAL $1,219,652
TOTAL IMPROVEMENTS $9,939,202
TOTAL DEVELOPMENT COST I I CASH FLOW I
TOTAL IMPROVEMENTS $9,939,202 E.G.I. $910,454
LAND/ACQUISITION $1,720,000 OPERATING EXPENSES
NET INCOME $415,025
DEBT SERVICE
TOTAL DEVELOPMENT $11,659,202 CASH DISTRIBUTION $46,941
Belle Hall Apartments WORKBOOK_Rev_6-21-07.xls
Belle Hall Apartments
ESTIMATED VALUE $5,589,025

GROSS SQ. FT. 127,039
LOAN/COST RATIO 40%
LOAN TO VALUE 84%
SQ FT PER UNIT 1,059
NUMBER UNITS 120
SOURCES
LOAN PER UNIT LOAN SQ FT LOAN

VHDA Taxable $3,770,000 $31,417 $29.68
REACH $950,000 $7,917 $7.48
L1HTC SYNDICATION @ $8,364,507 $69,704 $65.84
NET EQUITY ($1,425,305)
TOTAL $11,659,202 $97,160 $91.78
USES
COST PER UNIT COST SQ FTCOST

LAND IMPROVEMENT $975,000 $8,125 $7.67
STRUCTURES $6,662,500 $55,521 $52.44
OVERHEAD & PROFIT $1,082,050 $9,017 $8.52
SOFT COST $1,219,652 $10,164 $9.60
LAND/ACQUISITION $1,720,000 $14,333 $13.54
TDC $11,659,202 $97,160 $91.78
December 6, 2007

c/o The Lawson Companies
373 Edwin Drive
Re: Belle Hall Apartments

VHDA Dev. No. 07-5467-VHDA-C; 07-5468-REACH-SP
Ladies and Gentlemen:
In connection with the mortgage loan the Virginia .Housing D~velopment Authority (the
"Authority") has committed to provide to Belle Hall Apartments, L.P., (the "Borrower"), you
have requested the representation of the Authority as to the source of funds for the loan. As you
know, the Authority's loan is in the principal amount of Four Million Seven Hundred Twenty
Thousand Dollars ($4,720,000) (the "Mortgage Loan").
You have advised us that (1) the Borrower has been formed to facilitate the ownership of 120
low-income housing units located in City of Portsmouth, Virginia (the "Project"); (2) the
Borrower intends to claim a 9% low-income housing tax credit under Section 42 of the Internal
Revenue Code of 1986 as amended (the "Code") on the construction expenditures funded by the
Mortgage Loan; and (3) the 9% credit may not be claimed on expenditures funded, directly or
indirectly by any (i) federal grant, (ii) obligation, the interest on which is exempt from tax under
Section 103 of the Code, or (iii) below-market federal loan, i.e., a loan funded in whole or in part
with federal funds if the interest rate payable on such loan is less than tht; applicable federal rate
of interest under Section 1274(d)(1) of the Code.
This is to advise you that the VHDA Mortgage Loan has not been funded or subsidized in whole
or in part with any direct federal grant, tax-exempt bond proceeds, or below-market loan funded
in whole or in part with federal funds.
Very truly yours,

Virginia Hou ing Development Authority
f;
By: .-+~"-----.:-:;----,~ _ _----,~_ _

Its:

601 SOUTH BELVIDERE STREET I RICHMOND, VIRGINIA 23220 I PHONE: 877IVHDA 123 I TOD: 804/783-6705 I WWW.VHDA.COM
TAB V
(Nonprofit or LHA Purchase Option or Right of First Refusal)
TAB W
(Original Attorney’s Opinion)
TAB Y
(Marketing Plan for units meeting accessibility
requirements of HUD section 504)
VHDA Locality Notification Information Form

Belle Hall - 2009 VA

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Belle Hall - 2009 VA

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2009 Federal Low Income Housing

Tax Credit Program

Application For Reservation

Deadline for Submission

Tax Exempt Bonds

Virginia Housing Development Authority

Electronic Copy of the Microsoft Excel Based Application (MANDATORY)

2009 Submission Checklist

VHDA TRACKING NUMBER 2009-Z-014

A. Development Name and Location:

State House District 80th http://dlsgis.state.va.us/House/2001HousePDFs/Chap1Tab.pdf

14. Location Map Attached (TAB A)

2. Credits requested from:

Tax Exempt Bonds

This development will receive federal subsidies for:

D. Type(s) of Allocation/Allocation Year

E. Acquisition Credit Information

Ten-Year Rule For Acquisition Credits

F. Rehabilitation Credit Information

Minimum Expenditure Requirements

II. OWNERSHIP INFORMATION

Must be an individual or legally formed entity

Federal I. D. No. 20-4398100 (If not available, obtain prior to Allocation)

Is there an identity of interest between the seller and owner/applicant? Yes No

C. Development Team Information:

1. Tax Attorney: Howard Gordan Related Entity? Yes No

2. Tax Accountant: Alvin Wall Related Entity? Yes No

3. Consultant: Related Entity? Yes No

4. Management Entity (Contact): Carl L. Hardee Related Entity? Yes No

5. Contractor (Contact): Jack Clifton Related Entity? Yes No

6. Architect: Irwin Kroskin Related Entity? Yes No

7. Real Estate Attorney: Howard Gordon Related Entity? Yes No

8. Mortgage Banker: John M. Taylor, Sr. Related Entity? Yes No

9. Other (Contact): Related Entity? Yes No

1. Nonprofit Involvement (All Applicants)

4. Identity of Nonprofit (All nonprofit applicants)

(Contact Person) (Street Address)

(City) (State) (Zip code)

5. Percentage of Nonprofit Ownership (All nonprofit applicants)

III. DEVELOPMENT INFORMATION

A. Structure and Units:

2. The development's structural features are (check all that apply):

Row House/Townhouse Detached Single-family

5. Unheated Floor Area (Breezeways, Balconies, Storage) 17,695.69 (Sq. ft.)

8. Number of Buildings (containing rental units) 11

9. Commercial Area Intended Use:

Low-Rise (1-5 stories with any structural elements made of wood)

3. Check the following items which apply to the proposed project:

For any project, upon completion of construction/rehabilitation: (Optional Point items)

The structure is listed individually in the National Register of Historic Places or is

Check one or none of the following point categories, as appropriate:

Earthcraft or LEED Development Certification

LEED Accredited Design Team Member

Universal Design - Units Meeting Universal Design Standards

VHDA Certified Property Management Agent

IV. TENANT INFORMATION

A. Set-Aside Election: UNITS SELECTED BELOW IN BOTH COLUMNS DETERMINE

Units Provided Per Household Type:

B. Special Housing Needs/Leasing Preference:

5. If leasing preference will be given to individuals and families with children.

V. LOCAL NEEDS AND SUPPORT

If the property overlaps another jurisdiction please fill in the following:

VI. SITE CONTROL

A. Type of Site Control by Owner: