deedoftrust_gleneaglesapts.htm


    


    DEED
OF TRUST

    


    THIS DEED OF TRUST (“Deed of
Trust”), made and entered into this 22nd day of January, in the year 2009, by
and between GLENEAGLES
APARTMENTS, LLC, a limited liability company organized and existing under
the laws of the State of Delaware, having its principal place of business at 222
Smallwood Village Center, St. Charles, Maryland 20602  hereinafter
referred to as the ‘‘Grantor,” and David A. Barsky, Esq., of Washington, D.C., as
Trustee, hereinafter referred to as the “Trustee,” and CAPMARK FINANCE INC., a
California corporation, with its principal office in Horsham, Pennsylvania, and
hereinafter referred to as the “Beneficiary” (which designations shall include
the respective successors and assigns and the successors in the interest of the
several parties).

    


    


    WHEREAS, the Grantor is justly
indebted to the Beneficiary in the principal sum of TWENTY-FIVE MILLION FORTY-FIVE
THOUSAND TWO HUNDRED AND
NO/100THS DOLLARS
($25,045,200.00), evidenced by a note of even date herewith bearing
interest at Six and nine tenths per centum (6.90%) per annum, payable in monthly
installments with a final maturity of July 1, 2050, which note is identified as
being secured hereby by a certificate thereon.

    


    AND WHEREAS, the Grantor
desires to secure to the Beneficiary the full and punctual payment of said debt
and interest thereon, and the performance of the covenants herein contained, as
well as any and all renewals or extension of said note, or of any part thereof,
with interest thereon, and also to secure the reimbursement to the holder or
holders of said note and to the Trustee or substitute trustee, and any purchaser
or purchasers, grantee or grantees under any sale or sales under the provisions
of this Trust for all money which may be advanced as herein provided for, and
for any and all costs and expenses (including reasonable attorney’s fees)
incurred or paid on account of any litigation at law or in equity which may
arise in respect to this Trust, or to the indebtedness or to the property herein
mentioned, or in obtaining possession of the premises after any sale which may
be made as hereinafter provided for.

    


    NOW, THEREFORE, THIS DEED OF TRUST
WlTNESSETH: That the said Grantor, in consideration of the premises and
of One Dollar ($1), to it in hand paid by the Trustee (the receipt of which,
before the sealing and delivery of these presents, is hereby acknowledged), has
granted and conveyed, and does hereby grant and convey unto the Trustee, in fee
simple, the following-described land and premises with the easements, rights,
ways, and appurtenances thereunto belonging, situate, and lying in Charles
County, State of Maryland, more particularly described as follows:

    


    


    PLEASE
SEE EXHIBIT “A” LEGAL DESCRIPTION

    ATTACHED
HERETO AND MADE PART HEREOF

    


             TOGETHER
with all buildings and improvements of every kind and description now or
hereafter erected or placed thereon, and all fixtures, including but not limited
to all gas and electric fixtures, engines and machinery, radiators, heaters,
furnaces, heating equipment, steam and hot water boilers, stoves, ranges,
elevators, and motors, bathtubs, sinks, water closets, basins, pipes, faucets
and other plumbing and heating fixtures, mantels, refrigerating plant and
refrigerators, whether mechanical or otherwise, cooking apparatus and
appurtenances, furniture, shades, awnings, screens, blinds and other
furnishings; and

     

                    
TOGETHER with all of the rents, issues, and profits which may arise or be had
therefrom, and all articles of personal property now or hereafter attached to or
used in and about the building or buildings now erected or hereafter to be
erected on the lands herein described which are necessary the complete and
comfortable use and occupancy of such building or buildings for the purposes for
which they were or are to be erected, including all goods and chattels and
personal property as are ever used or furnished in operating a building or the
activities conducted therein, similar to the one described and referred to, and
all renewals or replacements thereof or articles in substitution therefor,
whether or not the same are, or shall be attached to said building or buildings
in any manner. The parties hereto agree that to the extent permitted by law the
foregoing property shall be deemed to be real estate and affixed to the realty;
and

    


    TOGETHER with all building materials
and equipment now or hereafter delivered to said premises and intended to be
installed therein

    


    TO HAVE AND TO HOLD the above granted
and bargained premises together with all the appurtenances, unto said Trustee,
its successors in this trust and assigns forever, to its and their proper use
and behoof.

    


    IN AND UPON THE USES AND TRUSTS
FOLLOWING, that is to say:

    


    FIRST. Until any default in payment of
any matter of indebtedness hereby secured as herein provided for, or until
breach of any of the covenants herein contained, to permit the said Grantor, its
successors and assigns, to possess and enjoy said land and premises and to
receive the rents, issues and profits thereof, and on full payment of said note,
and of any extensions or renewals thereof, and interest thereon and all sums
advanced or expended as herein provided, and all other proper costs, charges,
expenses commissions, and half-commissions, at any time before the sale
hereinafter provided for, to release and reconvey unto and at the cost of the
said Grantor, or the party or parties then claiming under it. the aforesaid land
and premises.

    


    SECOND. Upon any default being made in
the payment of said note or of any installment of principal or interest thereon,
or any renewal or extension thereof or of any note or notes hereafter given for
interest covering any extension, with interest thereon from maturity of the
same, when and as the same shall become due and payable, or upon any default in
payment, when due of any tax, water rate or assessment, general or special now
or hereafter assessed against said land and premises, or any past thereof, while
this Trust exists, or upon any default in keeping, while this Trust exists, the
buildings or other improvements now or hereafter erected on said land insured
against loss by fire or other hazard in companies and amounts satisfactory to
the Beneficiary, and the Secretary of Housing and Urban Development, acting by
and through the Federal Housing Commissioner; or upon default in payment of
demand of any sum or sums advanced by the holder or holders of said note on
account of any costs and expenses of this Trust, or on account of any such tax
or assessment, water rate or insurance, or expense of litigation, or on account
of any lien, deed of trust, or mortgage on said land and premises prior in lien
to this Trust, with interest thereon at the rate specified in the note from date
of advance; or upon default in the performance of any of the covenants or
agreements herein or in said note contained, then upon any and every such
default so made as aforesaid and a continuation thereof for thirty (30) days
after written notice as hereinafter provided, the said Trustee, or
sub­stitute trustee, shall sell the aforesaid land and premises and
improvement at public auction at such time and place, upon such terms and
conditions, and after such previous public notice, with such postponement of
sale or resale, as the Trustee, or substitute trustee, shall deem best for the
interest of all parties concerned; and (the terms of sale be in complied with)
shall convey the same in fee to the purchasers at the cost of Grantor or of the
purchaser of the land, premises and improvements so sold, such purchaser being
hereby discharged from all liability for the application of the purchase money;
shall apply the proceeds of sale (after paying all expenses of sale, all taxes,
water rates, and assessments thereon due, all sums advanced as herein provided
for, with interest as aforesaid, and a trustee’s commission of one per centum
(1%) on the gross amount of sales), to the payment of the aforesaid indebtedness
or such much thereof as may then remain unpaid, whether then due or not, and the
interest thereon to date of payment (it being agreed that the said note shall,
upon such sale being made before the maturity of said note, or before the
maturity of any renewal or extension thereof, be and become immediately due and
payable, at the election of the holder thereof), paying over the surplus, if
any, to the said Grantor, its successors or assigns, upon the surrender and
delivery to the purchaser, his, her its or their heirs or assigns, of possession
of the land, premises, and improvements so sold and conveyed, as aforesaid, less
the expense, if any, of obtaining possession thereof.

    


    The Grantor, in order more fully to
protect the security hereof, covenants and agrees as follows:

    


    1.           That
it will pay the note at the times and in the manner provided
therein.

    


    2.           That
it will not permit or suffer the use of any of the property for any purpose
other than the use for which the same was intended at the time this Deed of
Trust was executed.

    


    3.           That
the Regulatory Agreement, if any, executed by the Grantor and the Secretary of
Housing and Urban Development, acting by and through the Federal Housing
Commissioner, which is being recorded simultaneously herewith, is incorporated
in and made a part of this Deed of Trust. Upon default under the Regulatory
Agreement and upon the request of the Secretary of Housing and Urban
Development, acting by and through the Federal Housing Commissioner, the
Beneficiary, at its option, may declare this Deed of Trust in default and may
declare the whole of the indebtedness secured hereby to be due and
payable.

    


    4.           That
all rents, profits and income from the property covered by this Deed of Trust
are hereby assigned to the Beneficiary for the purpose of discharging the debt
hereby secured. Permission is hereby given to Grantor, so long as no default
exists hereunder, to collect such rents, profits and income.

    


    5.           That
upon default hereunder Beneficiary shall be entitled to the appointment of a
receiver by any court having jurisdiction, without notice, to take possession
and protect the property described herein and operate same and collect the
rents, profits and income therefrom.

    


    6.           That
at the option of the Grantor the principal balance secured hereby may be
reamortized on terms acceptable to the Secretary of Housing and Urban
Development, acting by and through the Federal Housing Commissioner, if a
partial prepayment results from an award in condemnation in accordance with
provisions of paragraph 16 herein, or from an insurance payment made in
accordance with provisions of paragraph 11 herein, where there is a resulting
loss of project income.

    


    7.           That,
in order more fully to protect the security of this Deed of Trust, the Grantor,
together with and in addition to, the monthly payments of interest or of
principal and interest under the terms of the note secured hereby beginning on
the first day of the first month after the date hereof and monthly thereafter
until the said note is fully paid, will pay to the Beneficiary the following
sums:

    


    
      	
               
      

            	
              (a)

            	
              An
      amount sufficient to provide the Beneficiary with funds to pay the next
      mortgage insurance premium if this instrument and the note secured hereby
      are insured, or a monthly service charge, if they are held by the
      Secretary of Housing and Urban Development, acting by and through the
      Federal Housing Commissioner, as
follows:

            


    

    


    
      	
               
      

            	
              (I)

            	
              If
      and so long as said note of even date and this instrument are insured or
      are reinsured under the provisions of the National Housing Act, an amount
      sufficient to accumulate in the hands of the Beneficiary one (1) month
      prior to its due date the annual mortgage insurance premium, in order to
      provide such Beneficiary with funds to pay such premium to the Secretary
      of Housing and Urban Development, acting by and through the Federal
      Housing Commissioner pursuant to the National Housing Act, as amended, and
      applicable Regulations thereunder,
or

            


    

    


    
      	
               
      

            	
              (II)

            	
              Beginning
      with the first day of the month following an assignment of this instrument
      and the note secured hereby to the Secretary of Housing and Urban
      Development, acting by and through the Commissioner, a monthly service
      charge which shall be an amount equal to one-twelfth (1/12) of one half
      (1/2) per centum of the average outstanding principal balance due on the
      note computed for each successive year beginning with the first of the
      month following such assignment, without taking into account delinquencies
      or prepayments.

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      sum equal to the ground rents, if any, next due, plus the premiums that
      will next become due and payable on policies of fire and other property
      insurance covering the premises covered hereby, plus water rates, taxes
      and assessments next due on the premises covered hereby, plus water rates,
      taxes and assessments next due on the premises covered hereby (all as
      estimated by the Beneficiary) less all sums already paid therefor divided
      by the number of months to elapse before one month prior to the date when
      such ground rents, premiums, water rates, taxes, and special
      assessments.

            


    

    


    
      	
               
      

            	
              (c)

            	
              All
      payments mentioned in the two preceding subsections of this paragraph and
      all payments to be made under the note secured hereby shall be added
      together and the aggregate amount thereof shall be paid each month in a
      single payment to be applied by Beneficiary to the following items in the
      order set forth:

            


    

    


    
      	
               
      

            	
              (I)

            	
              premium
      charges under the Contract of Insurance with the Secretary of Housing and
      Urban Development, acting by and through the Federal Housing Commissioner
      or service charge,

            


    

    


    
      	
               
      

            	
              (II)

            	
              ground
      rents, taxes, special assessments, water rates, property insurance
      premiums,

            


    

    


    
      	
               
      

            	
              (III)

            	
              interest
      on the note secured hereby;

            


    

    


    
      	
               
      

            	
              (IV)

            	
              amortization
      of the principal of said note.

            


    

    


    Any deficiency in the amount of any
such aggregate monthly payment shall, unless paid prior to the due date of the
next such payment, constitute a default under this Deed of Trust.

    


    8.           Any
excess funds accumulated under (b) of the preceding paragraph remaining after
payment of the items therein mentioned, shall be credited to subsequent monthly
payments of the same nature required thereunder; but if any such item shall
exceed the estimate therefor the Grantor shall without demand forthwith make
good the deficiency. Failure to do so before the due date of such item shall be
a default hereunder.  In case of termination of the Contract of
Mortgage Insurance by prepayment of the debt in full, or otherwise (except as
hereinafter provided), accumulations under (a) of the preceding paragraph hereof
not required to meet payments due under the Contract of Mortgage Insurance,
shall be credited so the Grantor. If the property is sold under foreclosure or
is otherwise acquired by the Beneficiary after default, any remaining balance of
the accumulations under the preceding paragraph shall be credited to the
principal of the debt secured hereby as of the date of commencement of
foreclosure proceedings or as of the date the property is otherwise acquired,
and accumulations under (a) of the preceding paragraph shall be likewise
credited unless required to pay sums due the Secretary of Housing and Urban
Development, acting by and through the Federal Housing Commissioner under the
Contract of Mortgage Insurance.

    


    9.           That
the Grantor will pay all ground rents, if any, taxes, assessments, water rates
and other governmental or municipal charges or imposi­tions to the extent
provision therefor has not been made by monthly payments as hereinbefore
provided before the same become delinquent or subject to interest or penalties,
and in default thereof the Beneficiary may pay the same. All such sums so paid
by the Beneficiary plus any sums which the Beneficiary has advanced to pay
mortgage insurance premiums or property and other hazard insurance premiums not
provided for by monthly payments hereunder shall be added to the principal sum
secured by this Deed of Trust, shall bear interest at the rate specified in the
note from the date of the advance and shall be due and payable to the
Beneficiary upon demand.

    


    10.           To
keep all buildings, fences and other improvements now or hereafter erected on
said land and premises in good order and repair and not to do or permit
waste.

    


    11.           That
the Grantor will keep the improvements now existing or hereafter erected on the
mortgaged property insured against loss by fire and such other hazards,
casualties, and contingencies, as may be stipulated by the Commissioner upon the
insurance of the mortgage and other hazards as may be required from time to time
by the Beneficiary, and all such insurance shall be carried in such companies
and be for such periods as may be required by the Beneficiary, and be in an
amount which will comply with the coinsurance clause percentage applicable to
the location and character of the property, but in no event shall the amounts of
coverage be less than eighty percent of the insurable values and equipment of
the property or less than the unpaid balance of the insured Deed of Trust,
whichever is lesser, and in default thereof, the Beneficiary shall have the
right to effect insurance. Such policies shall be in the standard form and
endorsed with standard mortgagee clause with loss payable to the Beneficiary and
shall be deposited with the Beneficiary. The insurance carrier providing the
insurance shall be chosen by Grantor subject to the approval of the Beneficiary,
which approval shall not be unreasonably withheld.

    


    That if
the premises covered hereby, or any part thereof, shall be damaged by fire or
other hazard against which insurance is held as hereinbefore provided, the
amounts paid by any insurance company pursuant to the contract of insurance
shall, to the extent of the indebtedness then remaining unpaid, be paid to the
Beneficiary, and at its option, may be applied to the debt or released for the
repairing or rebuilding of the premises.

    


    12.           To
pay all costs and expenses and attorney’s fees (including continuation of
abstract) of the Trustee and of the Beneficiary in case of any litigation
involving this property or in presenting claim under any administration or other
proceeding where proof of claim is required by law to be filed.

    


    13.           The
irrevocable power to appoint a substitute trustee is hereby expressly granted to
the Beneficiary, its successors and assigns, to be exercised at any time
hereafter without notice and without specifying any reason therefor, by filing
for record in the office where this instrument is recorded a deed of
appointment. The Grantor for itself, its successors and assigns, and the Trustee
herein named, or that hereafter may be substituted hereunder, expressly waives
notice of the exercise of this power and the giving of bond by any trustee, as
well as any requirement for application to any court for the removal,
appointment or substitution of any trustee hereunder.

    


    14.           The
said Grantor will not assign the rent or any part of the rent of said land and
premises or any building now or hereafter erected thereon, nor demolish or
remove any building now or hereafter erected on said land and premises, without
the written consent of the Beneficiary.  In event of default in the
performance of any of the covenants or conditions hereof, upon request of the
Beneficiary the Trustee, either in person or by agent, shall be entitled to
immediate possession of said land and premises and to receive and collect the
rents, issues, and profits thereof, and if the Grantor shall, after default and
after demand for possession, remain in possession of said land and premises, the
Grantor shall be a tenant at will thereof of the Trustee and shall at once
surrender possession on demand of the Trustee, who may thereupon enter and take
possession and collect the rents, issues, and profits of said land and premises
and apply them, less five per centum (5%) thereof to be reserved for commission,
in payment of the expenses incurred in obtaining possession and toward the
repairs and insurance of said land and premises, and the payment of taxes and
assess­ments thereon, and in redemption from sales therefor and of the
indebtedness secured hereby. And it is hereby covenanted, understood, and agreed
that the assignment of said rents, and the collection and application of the
same as herein made and authorized, shall in no manner be taken or held to
interfere with or abridge the power of sale and disposition granted to the
Trustee hereunder for any of the defaults mentioned herein, nor shall the said
assignment of rents and the collection and application of the same, as herein
made and authorized, in any manner at law or in equity, dis­charge or
relieve the Grantor, its successors and assigns, from the full payment of the
balance of the indebtedness secured by this Deed of Trust in strict accordance
with the terms hereof and of the note hereby secured.

    


    15.           The
Trustee may act hereunder and may sell and convey said land and premises under
the power granted by this instrument, although the Trustee has been, may now be
and may hereafter be, attorney or agent of the Beneficiary in respect to the
loan made by the Beneficiary evidenced by the note or this Deed of Trust, or in
respect to any matter or business whatsoever. The Beneficiary may bid and become
the purchaser at any sale under this Deed of Trust. It is further agreed that,
if said property be advertised for sale as herein provided and not sold, the
Trustee shall be entitled to a reasonable commission not exceeding one-half
(1/2) of the commission provided in case of sale, to be computed on the amount
of principal then unpaid.

    


    16.           That
if the land and premises, or any part thereof, be condemned under any power of
eminent domain or acquired for any public use or quasi-public use, the damages,
proceeds, and consideration for such acquisition to the extent of the full
amount of indebtedness upon this Deed of Trust and the note secured hereby
remaining unpaid are hereby assigned by the Grantor to the Beneficiary and shall
be paid forthwith to said Beneficiary, to be applied by it on account of the
indebtedness hereby secured.

    


    17.           That
it, the said Grantor, will not create or permit a lien to exist against said
land and premises inferior or superior to the lien of this Deed of
Trust..

    


    18.           A
breach of any promise in this Deed of Trust or in the note secured hereby shall
constitute a default hereunder, and if such default shall continue for thirty
(30) days after written notice as provided herein, then at the option of the
Beneficiary the entire indebtedness hereby secured shall become due, payable,
and collectible then and thereafter as the Beneficiary may elect, regardless of
the date of maturity.

    


    19.           Any
notice, demand or request required or permitted hereunder to be given to the
Grantor shall be sufficiently given if in writing and either (a) sent to the
owner of the land and premises last appearing on the records of the Beneficiary
by registered first class mail, postage prepaid at the address last appearing on
said records; or (b) delivered to or served upon an officer of the owner or at
the site of the mortgaged property upon the superintendent or assistant
superintendent of the owner, or upon a person performing the functions of
superintendent or assistant superintendent.

    


    AND the said Grantor does hereby
covenant for itself, its successors and assigns, that it is seized of said land
and premises in fee simple and has the right to convey the same to the said
Trustee, that the said Trustee shall have quiet possession thereof, free from
all encumbrances, and that it, the said Grantor, will execute such further
assurances of the said land and premises as may be requisite.

    


    20.           Notwithstanding
the agreement and declaration hereinabove, that certain articles of property
shall be deemed to be real estate and affixed to the realty covered by this Deed
of Trust, to the extent that such agreement and declaration may not be effective
and that said articles may constitute Goods (as said term is defined in the
Uniform Commercial Code, this instrument in addition to constituting a Deed of
Trust covering all the realty shall also con­stitute a security agreement,
and Grantor does hereby grant a security interest in such Goods, as collateral,
in the holder of the Deed of Trust Note secured by this Deed of Trust. This
security interest in the Goods in granted to the secured party in accordance
with the Uniform Commercial Code The party hereto of the first part acknowledges
that it does execute the within instrument as a Deed of Trust covering the
realty described herein and also as a Security Agreement it being the intention
of the parties that this instrument also be deemed as a Security Agreement and
Financing Statement under the laws of she State of Maryland to provide a
security interest in said Goods of the party of the first part.

    


    That this
Deed of Trust and the note secured hereby were executed and delivered to secure
monies advanced or to be advanced and to be used in the construction of certain
improvements on the lands herein described, in accordance with a building loan
agreement between the Beneficiary dated as of even date herewith, which building
loan agreement (except such part or parts thereof as maybe inconsistent
herewith) is incorporated herein by reference to the same extent and effect as
if fully set forth and made a part of this Deed of Trust, which said building
loan agreement Grantor hereby covenants to perform and if the construction of
the improvements to be made pursuant to said building loan agreement shall not
be carried on with reasonable diligence, or shall be discontinued at any time
for any reason other than strikes or lock-outs, the Trustee, at the request and
on behalf of the Beneficiary after due notice to the Grantor or any subsequent
owner, is hereby invested with full and complete authority to enter upon the
said premises, employ watchmen to protect such improvements from depredation or
injury, and to preserve and protect the personal property therein, and to
continue any and all outstanding contracts
for the erection and completion of said building or buildings, to make and enter
into contracts and obligations wherever necessary, either in its own name or in
the name of the Grantor, or other owner; and in the name and for the account of
the Beneficiary to pay and discharge all debts, obligations, and liabilities
incurred thereby. All such sums so advanced by and for the account of the
Beneficiary (exclusive of advances of the principal of the indebtedness secured
hereby) shall be added to the principal of the indebtedness secured hereby and
shall be secured by this Deed of Trust and shall be due and payable on demand
with interest at the rate specified in the note, but no such advances shall be
insured unless same are specifically approved by the Federal Housing
Commissioner prior to the making thereof. The principal sum, with interest and
other charges provided for herein shall, at the option of the Beneficiary or
holder of this Deed of Trust and the note secured hereby, become due and payable
on the failure of the Grantor, or owner, to keep and perform any of the
covenants, conditions, and agreements of said building loan
agreement.  This covenant shall be terminated upon the completion on
the improvements to the satisfaction of the Beneficiary and the making of the
final advance as provided in said building loan agreement.

    


    That the
improvements about to be made upon the premises conveyed by this Deed of Trust
and all plans and specifications comply with all municipal ordinances and
regulations made or promulgated by lawful authority, and that the same will upon
completion comply with all such municipal ordinances and regulations and with
the rules of the rating or inspection organization, bureau, association or
office having jurisdiction. In the event the Grantor shall at any time fail to
comply with such rules, regulations, and ordinances which are now or may
hereafter become applicable to the said premises, after due notice and demand by
the Beneficiary, thereupon the principal sum and all arrears of interest and
other charges provided for herein shall, at the option of the Beneficiary become
due and payable.

    


    21.           Grantor
covenants and agrees that so long as this Deed of Trust and the said note
secured hereby are insured, or held under the provisions of the National Housing
Act, it will not execute or file for record any instrument which imposes a
restriction upon the sale or occupancy of the mortgaged property on the basis of
race, color, creed or national origin; sex, familial status or handicapping
condition; and Grantor agrees to prohibit any form of discrimination on the
basis of race, creed, color, sex, familial status or handicapping condition in
connection with the mortgaged property. Upon any violation of this undertaking,
the Beneficiary may, at its option declare the unpaid balance of the debt
secured hereby immediately due and payable.

    


        22.            Notwithstanding
any other provision contained in this Deed of Trust, it is agreed that the
execution of this Deed of Trust shall impose no personal liability on the maker
hereof for payment of the indebtedness evidenced hereby and in the event of a
default, the holder of this Deed of Trust shall look solely to the property
described in the Deed of Trust and to the rents, issues and profits thereof in
satisfaction of the indebtedness evidenced hereby and will not seek or obtain
any deficiency or personal judgment against the maker hereof except such
judgment or decree as may be necessary to foreclose and bar its interest in the
property and all other property mortgaged, pledged, conveyed or assigned to
secure payment of the Note, except as set out in this Deed of Trust given to
secure this indebtedness.

    


    


    [SIGNATURE
APPEARS ON NEXT PAGE]

    


    IN WITNESS WHEREOF, the said
party hereto of the first part has caused these presents to be executed in its
name by its Manager and its seal to be hereunto affixed, all as of the day,
month and year first hereinabove written.

    


    GRANTOR:

    GLENEAGLES
APARTMENTS, LLC

    a
Delaware limited liability company

    


    
      	
               
      

            	
              By:

            	
              AMERICAN
      HOUSING MANAGEMENT COMPANY

            


    

    a
Delaware corporation

    its
Manager

    


    
      	
               

            	
                                                                             
      By: ______________________________

            


    

                                                                                           Matthew
Martin

    
      	
               
      

            	
                                                                                    
      Chief Financial Officer

            


    

     

    
      
      

    

     

    STATE OF
MARYLAND                                                                     ]

                                                                                                                      ]
ss:

    COUNTY OF
___________________                                             ]

    


    I hereby certify that on this ____
day of January in the year 2009, before me, a Notary Public in and for the said
County and State, personally appeared Matthew Martin, known to me to be the
person who, being by me duly sworn, did say that he is the Chief Financial
Officer of AMERICAN HOUSING MANAGEMENT COMPANY, a Delaware corporation, the
Manager of GLENEAGLES APARTMENTS, LLC, a Delaware limited liability company,
executed the foregoing instrument and acknowledged to me that he did so sign
said instrument in the name of said limited liability company on behalf of said
limited liability company for the purposes therein contained.

    


    


    [SEAL]                                                        _____________________________________

                                                                                                    Notary
Public

    My
commission expires _________________

    


    


    Pursuant
to the requirements of Section 3-104(f)(1) of the Real Property Article of the
Annotated Code of Maryland, this is to certify that the within Deed of Trust was
prepared by

    (or under
the supervision of) the undersigned Attorney at law.

    


    


    


    _______________________________

    David A. Barsky, Esq.

    This
document was prepared by

    and after
recording return to:

    


    David A.
Barsky, Esquire

    Krooth
& Altman, LLP

    1850 M
Street, N.W. , Suite 400

    Washington,
DC 20036

    (202)
293-8200

    


    


    
      STATE
OF MARYLAND

      


      Loan No.
052-35658

      


      
        DEED
OF TRUST

      

      


      GLENEAGLES
APARTMENTS, LLC

      TO

      


      CAPMARK
FINANCE INC.

      


      


      Received
for Record     ____________, 2009,

      


      at _____
o’clock __.m.

      


      Same day
recorder in Liber __________

      


      No._______________
Folio ___& c.

      


      One of
the _____ Records of Harford County  and  examined per
_______________________________,

      


      Clerk

      


      Cost of
Record $_______________

                                                                     

                                                                 
HUD-92127-B
(1-82)

    

    


    


    


    


    



    
      
        
          Previous
Editions are Obsolete HUD-94127-B (12-87)

          Multifamily

        

         


      

      
         


        
          

        

      

      
         


      

    




    EXHIBIT
“A”

    LEGAL
DESCRIPTION

    


    Metes and
Bounds Description

    Gleneagles
North Apartments

    6th
Election District

    Charles
County, Maryland

    


    


    Being all
of the lands conveyed by St. Charles Community, LLC. to St. Charles Community,
LLC., by deed dated November 21, 2008 and recorded among the Land Records of
Charles County, Maryland, in Liber 6731 Folio 196 and shown as Parcel B on a
plat entitled "Plat of Subdivision, Parcel B, Gleneagles Apartments" as recorded
in Plat Book 57, Plat 700 and Parcel B-1 on a Plat entitled "Plat of
Consolidation Parcel B-1, Billingsley Road" as recorded in Plat Book 57 Plat 689
and being more particularly described as follows:

    


    Beginning at a point on the southerly
right-of-way line of Billingsley Road, a variable width right-of-way, recorded
among the aforesaid Land Records in Plat Book 48 Page 172 & 173 and by deed
Liber 3317 Folio 153, said point being on the easterly right-of-way line of St.
Francis Drive, 40 feet from the centerline thereof, as recorded among the
aforesaid Land Records in Plat Book 57 Page 186 and by deed Liber 6431 Folio
525, thence leaving St. Francis Drive and running with the southerly
right-of-way line of Billingsley Road;

    


    South 74° 33' 47" East 42.77 feet to
the point of curvature of a curve deflecting left having a radius of 3472.00
feet, an arc length of 32.12 feet, a chord bearing and distance of

    


    South 30° 31' 52" East 32.12 feet to
the point of compound curvature, deflecting left having a radius of 206.44 feet,
an arc length of 51.41 feet, a chord bearing and distance of

    


    South 37° 55' 49" East 51.28 feet to
the point of reverse curvature of a curve deflecting right, having a radius of
234.36 feet, an arc length of 51.47 feet, a chord bearing and distance
of

    


    South 38° 46' 23" East 51.37 feet to
the point of curvature of a curve deflecting left, having a radius of 3460.00
feet, an arc length of 459.00 feet, a chord bearing and distance of

    


    South 36° 16' 57" East 458.66 feet to
the point of tangency thence,

    


    South 40° 04' 58" East 548.96 feet to
the point of curvature of a curve deflecting right, having a radius of 471.75
feet, an arc length of 18.34 feet, to a point on the westerly right-of-way line
of St. Marie Drive, a 40 foot right-of-way, as recorded among the aforesaid Land
Records in Plat Book 57 Page 192, thence leaving the right-of-way line of
Billingsley Road and running with the westerly right-of-way line of St. Marie
Drive,

    


    South 04° 55' 02" West 58.89 feet to a
point thence,

    


    South 49° 55' 02" West 41.06 feet to
the point of curvature of a curve deflecting left, having a radius of 1040.00
feet, an arc length of 110.10 feet, a chord bearing and distance of

    


    South 46° 53' 04" West 110.05 feet to a
point of tangency thence,

    


    South 43° 51' 06" West 196.09 feet to a
point thence,

    


    South 88° 51' 06" West 34.85 feet to a
point on the northerly right-of-way line of St. Matthews Drive, a 60 foot
right-of-way, as recorded among the aforesaid Land Records in Plat Book 57 Page
186 and 187 and by deed Liber 6431 Folio 525, thence leaving the right-of-way
line of St. Marie Drive and running with the northerly right-of-way line of St.
Matthews Drive, along a curve deflecting right, having a radius of 770.00 feet,
an arc length of 88.22 feet, a chord bearing and distance of

    


    North 41° 06' 57" West 88.17 feet to a
point of tangency thence,

    


    North 37° 50' 01" West 162.59 feet to
the point of curvature of a curve deflecting right, having a radius of 970.00
feet, an arc length of 98.75 feet, a chord bearing and distance of

    


    North 34° 55' 01" West 98.71 feet to a
point of tangency thence,

    


    North 32° 00' 01" West 214.56 feet to
the point of curvature of a curve deflecting left, having a radius of 1030.00
feet, an arc length of 117.08 feet, a chord bearing and distance of

    


    North 35°
15' 24" West 117.01 feet to a point of tangency thence,

    


    North 38° 30' 46" West 326.60 feet to
the point of curvature of a curve deflecting left, having a radius of 780.00
feet, an arc length of 225.06 feet, a chord bearing and distance of

    


    North 46° 46' 43" West 224.28 feet to a
point on the aforesaid easterly right-of-way line of St. Francis Drive; thence,
leaving the right-of-way line of St. Matthews Drive and running with the
easterly right-of-way line of St. Francis Drive

    


    North 11° 42' 23" West 42.84 feet to
the point of curvature of a curve deflecting right, having a radius of 460.00
feet, an arc length of 210.41 feet, a chord bearing and distance of

    


    North 47° 47' 07" East 208.58 feet to a
point of tangency thence,

    


    North 60° 53' 21" East 167.45 feet to
the point of beginning, containing 11.2845 Acres or 481,554 Sq. Ft. of land,
more or less.