gleneagles_securityagreement.htm


    SECURITY
AGREEMENT

    


    


    THIS SECURITY AGREEMENT (the
"Agreement") made the 22nd day of January, 2009, by and between GLENEAGLES APARTMENTS, LLC, a
Delaware limited liability company, with offices at 222 Smallwood Village
Center, St. Charles, Maryland 20602 (referred to in this Agreement as the
"Debtor"), and CAPMARK FINANCE
INC., a California corporation, having an office and place of business at
116 Welsh Road, Horsham, Pennsylvania 19044 (referred to in this Agreement as
the "Secured Party").

    


    The Debtor is indebted to the Secured
Party in the amount of $25,045,200.00 in connection with the construction of a
certain multifamily housing rental project known or to be known as “Gleneagles Apartments”, FHA
Project No. 052-35658, located in St. Charles, Charles County, Maryland
(referred to in this Agreement as the "Project").  The indebtedness
(which is referred to in this Agreement as the "Indebtedness") is evidenced by a
Deed of Trust Note (referred to in this Agreement as the “Mortgage”) dated of
even date herewith, payable to the order of the Secured Party (referred to in
this Agreement as the "Note"), and is secured by a Deed of Trust dated of even
date herewith, and recorded or to be recorded among the land records of Charles
County, Maryland.  The Mortgage securing the indebtedness is insured
by the Secretary of Housing and Urban Development (referred to in this agreement
as the "Secretary") under Section 221(d)(4) of the National Housing Act, as
amended.

    


    To further secure the repayment of the
Indebtedness and at the request of the Secured Party and the Secretary, the
Debtor wishes to grant to the Secured Party, pursuant to the Uniform Commercial
Code as in effect in the State of Maryland (referred to in this agreement as the
"State") a security interest in certain property related to the
Project.  The parties also intend to set forth in this instrument
their agreement with respect to that security interest.

    


    NOW, THEREFORE, in
consideration of the foregoing and of the mutual promises set forth below, and
in further consideration of the sum of One Dollar ($1.00) and other good and
valuable consideration in hand paid by each party to the other, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

    


    1.           Creation of Security
Interest.

    


    (a)           Granting
Clause.  The Debtor hereby grants a security interest (referred
to in this Agreement as the “Security Interest”) to the Secured Party in all
property (referred to in this Agreement as the “Collateral”) which (i) is owned
by the Debtor or becomes the property of the Debtor hereafter and is used in the
operation of the Project, and/or (ii) is described in Exhibit “B” attached to
this Agreement; and/or (iii) is part of, attached to, or located on the land and
premises legally described in Exhibit “A” attached to this
Agreement.  Exhibits “A” and “B” are hereby incorporated into this
Agreement by reference.  The Security Interest is granted for the
purpose of securing the Indebtedness.

    


    (b)           Warranty.  The
Debtor warrants and represents to the Secured Party that it owns the Collateral
free and clear of any lien, security interest, encumbrance, and other claim of
any kind, other than the Security Interest created by this Agreement, and has
the full power to grant the Security Interest; provided, however that this
warranty is subject to: (i) the rights of the lessor with respect to any
personal property or equipment leased by the Debtor; (ii) any security deposits,
accounts or monies in the custody of the Debtor or under its control which are
subject to the rights of third parties; and (iii) any account or deposit which
is subject to terms and conditions contained in special purpose escrow
agreements and other documents relating to the indebtedness.

    


    (c)           Perfection.  The
Debtor agrees to comply with all applicable laws and requirements in order to
grant to the Secured Party a valid, perfected first lien in the Collateral,
authorizes the Secured Party to file financing statements pursuant to the
Uniform Commercial Code which name the Debtor and identify the Collateral in
such places as are necessary and appropriate under the Uniform Commercial Code,
and upon request of the Secured Party, from time to time execute and deliver to
the Secured Party one or more financing statements pursuant to the Uniform
Commercial Code then in effect in the State, and any other instruments
reasonably required by the Secured Party in connection herewith the filing of
which is advisable, in the sole judgment of the Secured Party, to perfect the
Secured Party's Security Interest in the Collateral under the laws of the United
States, the State, or any other jurisdiction in which the Secured Party shall
determine such filings to be advisable.  The Debtor hereby authorizes
the Secured Party to execute and file, at any time and from time to time, on
behalf of the Debtor one or more financing statements with respect to the
Collateral, the filing of which is advisable, in the sole judgment of the
Secured Party including, especially, but without limitation, continuation
statements and statements reperfecting a security interest in any of the
Collateral where the financing statements with respect thereto had
lapsed.  The Debtor hereby irrevocably appoints the Secured Party as
the Debtor's attorney-in-fact to execute and file, from time to time, on its
behalf, one or more financing statements with respect to the Collateral and to
execute such other documents and instruments on behalf of the Debtor as the
Secured Party, in its sole judgment, shall deem necessary or desirable for the
purposes of effectuating this Agreement, such power being coupled with an
interest and irrevocable.  The Debtor agrees to notify the Secured
Party prior to any change in its mailing address or principal place of business,
in order that a prompt filing or refiling of any outstanding financing
statements or other public notices may be made, if necessary.  The
Debtor further agrees to advise the Secured Party promptly of any new facts
which, to the best of its knowledge, would adversely affect the priority of the
Security Interest granted to the Secured Party by this Agreement.

    


    (d)           Proceeds,
etc.  The Security Interest shall extend to and include the
proceeds of any Collateral and any property which the Debtor may receive on
account of any Collateral.

    


    (e)           Costs and
Expenses of Secured Party.  The Debtor agrees to pay any and
all fees, costs and expenses, of whatever kind and nature, which the Secured
Party may incur in filing any financing statements or other public notices, and
the charges of any attorneys whom the Secured Party may engage in preparing and
filing such documents, making title examinations and rendering opinion letters,
as well as all costs and expenses incurred by the Secured Party, including
reasonable attorney's fees and court costs in protecting, maintaining,
preserving, enforcing or foreclosing the Security Interest granted to the
Secured Party hereunder, whether through judicial proceedings or otherwise, or
in defending or prosecuting any actions or proceedings arising out of or
relating to this transaction, promptly after the Debtor shall have been notified
by the Secured Party of the amount of such fees, costs or expenses, together
with interest thereon at the rate of ten percent (10%) per annum until
paid.

    


    2.           Care of
Collateral.  Unless specifically otherwise agreed by the
Secured Party in writing, the Debtor shall at its sole cost and
expense:

    


    (a)           Maintain
possession of the Collateral on the Project premises (which are described in
Exhibit “A”) and not remove the Collateral from that location.

    


    (b)           Keep
the Collateral separate and identifiable.

    


    (c)           Maintain
the Collateral in good repair and condition as the same is as of the date
hereof, as the same is when acquired, reasonable wear and tear excepted, making
replacements when and where necessary, and otherwise deal with the Collateral in
all such ways as are considered good practice by owners of such
property.

    


    (d)           Use
the Collateral lawfully and only as permitted by insurance
policies.

    


    (e)           Permit
the Secured Party to inspect the Collateral and any records relating to the
Collateral upon reasonable request and notice during normal business
hours.

    


    (f)           Insure
the Collateral for its full replacement value, subject to a deductible of not
more than the lesser of (i) $10,000 or (ii) one percent (1%) of the Mortgage
Loan (unless the Secured Party has given written approval of a larger
deductible) in the name of and with loss or damage payable to the Secured Party,
the Federal Housing Administration and the Debtor as their interests may
appear.  All such policies shall provide for not less than thirty (30)
days minimum written notice to the Secured Party of cancellation or material
change.

    


    (g)           Keep
the Collateral free and clear of all liens and security interests of
others.

    


    (h)           Pay,
when due, all taxes, assessments and other charges lawfully and validly levied
or assessed upon the Collateral.

    


    3.           Defense
of Collateral.  The Debtor will promptly defend any proceeding
which may affect the Security Interest or the title to the Collateral, and will
reimburse the Secured Party for all costs and expenses incurred by the Secured
Party in connection with such defense.

    


    4.           Charges,
Liens and Encumbrances Affecting Collateral.  The Debtor will
pay when due all existing or future charges, liens, or encumbrances on and all
taxes and assessments now or hereafter imposed on or affecting the
Collateral.

    


    5.           Remedies
on Default.  In the event of a default, as defined in Section
6:

    


    (a)           The
Secured Party may, at its option, declare the full principal amount of the
Indebtedness, and any interest accrued on that amount, to be immediately due and
payable; and

    (b)           The
Secured Party shall have all of the rights and remedies of a Secured Party
against the Collateral under the Uniform Commercial Code as in effect in the
State.

    


    Without limitation of those rights and
remedies, the Secured Party may, upon written notice to the Debtor, take, and
publicly or privately sell or convey full right, title and interest in and to,
the Collateral, or any part of it, in the name of the Secured Party and/or its
designees.  The Debtor hereby constitutes and appoints the Secured
Party as its true and lawful attorney-in-fact, such power being coupled with an
interest and irrevocable, to assign and transfer its interest in any or all of
the Collateral in the event of a default.

    


    (c)           The
Debtor further specifically agrees that, in any exercise of the rights of the
Secured Party under this or any other instruments, any combination or all of the
property, rights or security given to secure the Debtor’s indebtedness to the
Secured Party may be offered for sale for one total price, and the proceeds of
any such sale accounted for in one account without distinction between the items
of security or without assigning to them any proportion of such proceeds, the
Debtor hereby waiving the application of any doctrine of
marshalling.

    


    6.           Defaults.  For
purposes of this Agreement, the Debtor shall be deemed to be in default
if:

    


    (a)           The
Debtor violates any provision of (i) the Note (which evidences the
Indebtedness); (ii) the Mortgage (which also secures the Indebtedness); (iii)
this Security Agreement; or (iv) any other instrument related to the
Indebtedness (which Note, Mortgage, Security Agreement and other instruments
related to the Indebtedness are hereinafter sometimes collectively referred to
as the “Security Documents”); provided, however, that an event of default shall
not occur unless such violations are not cured within applicable cure periods,
if any, as may be provided in said Security Documents or Regulatory
Agreement;

    


    (b)           There
occurs any actual or threatened demolition of or injury or waste to the Project
premises, not covered by insurance, or not replaced or restored by the Debtor,
which may impair the value of the Collateral; or

    


    (c)           A
receiver is appointed for or a petition in bankruptcy is filed by or against the
Debtor, its successors or its assigns, which receiver or involuntary bankruptcy
petition is not removed, vacated or stayed within sixty (60) days from the first
date of appointment or filing thereof; or

    


    (d)           The
Debtor is dissolved and liquidation of the Debtor is commenced in accordance
with the Debtor's organizational documents and/or the law of the
State.

    


    (e)           The
Debtor changes its name or the jurisdiction in which it is organized without the
prior written consent of the Secured Party.

    


    7.           No
Waiver.  No failure on the part of the Secured Party to
exercise, and no delay on the part of the Secured Party in exercising, any right
or remedy under this Agreement shall operate as a waiver of that right or
remedy.  A single or partial exercise by the Secured Party of any
right or remedy under this Agreement shall not constitute an election of
remedies by the Secured Party or preclude any other or further exercise of that
right or remedy or the exercise of any other right or remedy.  The
remedies provided in this Agreement are not exclusive of any remedies provided
by law.

    


    8.           Priority
of Remedies; Renewals and Extensions.  Neither the Debtor nor
any other persons interested in the Collateral or the proceeds of the Collateral
shall have any right to require the Secured Party first to resort to or proceed
personally against any other person or to proceed against any other collateral
security, or to give priority or preference to any item of Collateral, or to
proceed upon any guaranty prior to exercising its rights
hereunder.  No renewal or extension of the Indebtedness, no release or
surrender of any Collateral given as security for the Indebtedness, no release
of any obligor with respect to the Indebtedness, and no delay by the Secured
Party in enforcing the Indebtedness or exercising any right or power with
respect to the Indebtedness shall affect the Secured Party's rights with respect
to the Collateral.

    


    9.           Termination.  This
Agreement, and each of the rights and remedies afforded to the Secured Party
hereunder shall automatically terminate upon payment of the Indebtedness in full
in compliance with the provisions of the Note.  Upon termination
hereunder, the Secured Party hereby agrees to execute a Termination Statement
and any other documents reasonably necessary to terminate this Agreement and
release the Collateral from the Security Interest.

    


    10.           Non-Recourse
Obligation.  Notwithstanding any other provision contained
herein or in the Note, it is agreed that the execution of the Note shall impose
no personal liability upon the Debtor for payment of the indebtedness evidenced
thereby, and in the event of a default the Secured Party shall look solely to
the property subject to the Mortgage and this Security Agreement and to the
rents, issues and profits thereof in satisfaction of the indebtedness evidenced
by the Note and will not seek or obtain any deficiency or personal judgment
against the Debtor except such judgment as may be necessary to foreclose or bar
its interest in the property subject to the Mortgage and this Security Agreement
and all other property mortgaged, pledged, conveyed or assigned to secure
payment of the Note; provided, that nothing in this condition and no action so
taken shall operate to impair any obligation of the Debtor under that certain
Regulatory Agreement of even date herewith between the Debtor and the
Secretary.

    


    11.           Terms.  Unless
otherwise defined, all words used in this Agreement shall have the meanings
given them in the Uniform Commercial Code as in effect in the
State.

    


    12.           Notices.  All
notices, demands and communications between the parties concerning this
Agreement shall be in writing and shall be delivered, or mailed by registered or
certified mail with postage prepaid, or telegraphed, addressed in each case as
follows, and shall be deemed to have been given or made when so delivered,
deposited in the mail, or telegraphed:

    


    If to the Debtor, to:

    Gleneagles
Apartments, LLC

    Smallwood
Village Center

    St.
Charles, Maryland 20602

    Attention:    Matthew
Martin, Chief Financial Officer

    


    


    If to the Secured Party,
to:

    Capmark
Finance Inc.

    116 Welsh
Road

    Horsham,
Pennsylvania 19044

    Attention:   Senior Vice
President, Agency Servicing

    


    Either party, at any time, by written
notice given to the other in accordance with this Section, may designate a
different address to which such communications shall thereafter be
directed.

    


    13.           Rights of
Secretary as Secured Party.

    


    (a)           Contemporaneously
herewith the Secretary and the Debtor have executed the Regulatory Agreement,
which Regulatory Agreement is hereby incorporated by reference
herein.

    


    (b)           The
Regulatory Agreement is incorporated in the Mortgage by
reference.  Under the terms of the Regulatory Agreement, the Secretary
may exercise certain rights in and to the Collateral prior to the assignment of
the Note, Mortgage, this Security Agreement and any other collateral documents
which have been executed and delivered to the Secretary as a condition precedent
to the Secretary's endorsement of the Note for mortgage insurance.

    


    (c)           The
Debtor and the Secured Party hereby agree that the Secretary shall be an
additional secured party under this Security Agreement together with the Secured
Party, as their interests may appear, and that the Secretary shall be listed on
the Uniform Commercial Code Financing Statements to be filed contemporaneously
herewith; provided, however, that nothing herein or in the Uniform Commercial
Code Financing Statements shall require the execution, now or at any future
time, of any amendment, extension, or other document by the
Secretary.

    


    (d)           To
the extent any party herein is required or desires to give notice to the
Secretary hereunder, such notice shall be delivered in accordance with the
provisions of Paragraph 12 hereof, as follows:

    


    U.S. Department of Housing and Urban
Development

    Maryland State Office

    City
Crescent Building

    10 South
Howard Street, Fifth Floor

    Baltimore,
Maryland 21201-2505

    Attention:  Office of Chief
Counsel

    


    14.           Miscellaneous.

    


    (a)           This
Agreement is intended to be supplemental to and not in substitution or in
derogation of any security agreement contained in the Mortgage.  In
the event of any conflict between this Agreement and the Mortgage, the Mortgage
shall be controlling.

    


    (b)           In
any instance where the consent or approval of the Secured Party may be given or
is required or any determination is to be rendered by the Secured Party
hereunder, the granting, withholding or denial of such consent or approval and
the rendering of such determination shall be made or exercised by the Secured
Party at its sole and exclusive option and in its reasonable
discretion.

    


    (c)           It
is understood and agreed that no judgment or decree which may be entered on any
debt secured or intended to be secured by the Mortgage shall operate to abrogate
or lessen the effect of this Agreement, but that this Agreement shall continue
in full force and effect until the payment and discharge of the Indebtedness due
under the Security Documents.

    


    (d)           It
is understood and agreed that the remedies granted to the Secured Party herein
shall not be deemed exclusive of any other remedies possessed by the Secured
Party under the Note, the Mortgage, any other of the Security Documents or at
law or in equity, but shall be deemed additional and cumulative
thereto.

    


    (e)           This
Agreement shall be governed by and construed in accordance with the laws of the
State.

    


    (f)           All
captions in this Agreement are for convenience only, and shall not be considered
in construing this Agreement.

    


    (g)           Any
reference in this Agreement to a “Section” shall be construed as referring to a
Section of this Agreement.

    


    


    (h)           This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns.

    


    (i)           The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of the remaining provisions, which shall
remain in full force and effect.

    


    (j)           This
instrument contains the entire agreement between the parties as to the rights
granted and the obligations assumed in this instrument.  This
Agreement may be amended only by a subsequent written instrument signed by both
parties.

    


    


    


    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year
hereinabove first written.

    


    


    


    SECURED
PARTY:

    CAPMARK
FINANCE INC.

    a
California corporation

    


    


    By:           ____________________________________

                                                                                                   
 Eric M. Keifer

     Senior
Vice President

    


    


    

      
        
           


        

        
           


          
            

          

        

        
           


          
            --  --

          

        

      


      EXHIBIT “B” TO SECURITY
AGREEMENT

      AND FINANCING
STATEMENTS

      


      


      This Exhibit “B” is attached to,
incorporated by reference in, and forms a part of that certain Security
Agreement and Financing Statements (collectively, the “Security Documents”),
executed and delivered by the Debtor in connection with the financing of the
Project (as hereinafter defined) in favor of CAPMARK FINANCE INC., a
California corporation (the “Secured Party”).

       

          This Exhibit “B”
refers to the following collateral, which may be now or hereafter located on the
premises of, relate to, or be used in connection with, the construction,
financing, repair, ownership, management, and operation of a certain multifamily
housing rental apartment project known as “Gleneagles Apartments” (the
“Project”), located in St. Charles, Charles County, Maryland and owned by GLENEAGLES APARTMENTS, LLC, a
Delaware limited liability company (the “Debtor”):

      


      1.           All
income, rents, profits, receipts and charges from the Project.

      


      2.           All
accounts including without limitation the following: Reserve Fund for
Replacement, residual receipts, and special funds; ground rents, taxes, water
rents, assessments and fire and other hazard-insurance premiums; accounts
receivable; operating revenue; initial operating escrow; and escrow for latent
defects.

      


      3.           All
insurance and condemnation proceeds; and all inventories.

      


      4.           All
materials now owned or hereafter acquired by the Debtor and intended for the
construction, reconstruction, alteration and repair of any building, structure
or improvement now or hereafter erected or placed on the property described in
Exhibit "A" attached hereto (the "Property"), all of which materials shall be
deemed to be included within the Project immediately upon the delivery thereof
to the Project.

      


      5.           All
of the walks, fences, shrubbery, driveways, fixtures, machinery, apparatus,
equipment, fittings, and other goods and other personal property of every kind
and description whatsoever, now owned or hereafter acquired by the Debtor and
attached to or contained in and used or usable in connection with any present or
future operation of the Project, including, by way of example rather than of
limitation, all lighting, laundry, incinerating and power equipment; all
engines, boilers, machines, motors, furnaces, compressors and transformers; all
generating equipment; all pumps, tanks, ducts, conduits, wire, switches,
electrical equipment and fixtures, fans and switchboards; all telephone
equipment; all piping, tubing, plumbing equipment and fixtures; all heating,
refrigeration, air conditioning, cooling, ventilating, sprinkling, water, power
and communications equipment, systems and apparatus; all water coolers and water
heaters; all fire prevention, alarm and extinguishing systems and apparatus; all
cleaning equipment; all lift, elevator and escalator equipment and apparatus;
all partitions, shades, blinds, awnings, screens, screen doors, storm doors,
exterior and interior signs, gas fixtures, stoves, ovens, refrigerators, garbage
disposals, dishwashers, cabinets, mirrors, mantles, floor coverings, carpets,
rugs, draperies and other furnishings and furniture installed or to be installed
or used or usable in the operation of any part of the Project or facilities
erected or to be erected in or upon the Property; and every renewal or
replacement thereof or articles in substitution therefor, whether or not the
same are now or hereafter attached to the Property in any manner; all except for
any right, title or interest therein owned by any tenant (it being agreed that
all personal property owned by the Debtor and placed by it on the Property
shall, so far as permitted by law, be deemed to be affixed to the Property,
appropriated to its use, and covered by each of the Security Documents to which
this Exhibit is attached).

      


      6.           All
of the Debtor's right, title and interest in and to any and all judgments,
awards of damages (including but not limited to severance and consequential
damages), payments, proceeds, settlements or other compensation (collectively,
the "Awards") heretofore or hereafter made, including interest thereon, and the
right to receive the same, as a result of, in connection with, or in lieu of (i)
any taking of the Property or any part thereof by the exercise of the power of
condemnation or eminent domain, or the police power, (ii) any change or
alteration of the grade of any street, or (iii) any other injury or decrease in
the value of the Property or any part thereof (including but not limited to
destruction or decrease in value by fire or other casualty), all of which
Awards, rights thereto and shares therein are hereby assigned to the Secured
Party, who is hereby authorized to collect and receive the proceeds thereof and
to give proper receipts and acquittances therefor and to apply, at its option,
the net proceeds thereof, after deducting expenses of collection, as a credit
upon any portion, as selected by the Secured Party, of the indebtedness secured
by the Security Documents.

      


      7.           All
of the Debtor's right, title and interest in and to any and all payments,
proceeds, settlements or other compensation heretofore or hereafter made,
including any interest thereon, and the right to receive the same from any and
all insurance policies covering the Property or any portion thereof, or any of
the other property described herein.

      


      8.           The
interest of the Debtor in and to all of the rents, royalties, issues, profits,
revenues, income and other benefits of the Property, or arising from the use or
enjoyment of all or any portion thereof, or from any lease or agreement
pertaining thereto, and all right, title and interest of the Debtor in and to,
and remedies under, all contract rights, accounts receivable and general
intangibles arising out of or in connection with any and all leases and
subleases of the Property, or any part thereof, and of the other property
described herein, or any part thereof, both now in existence or hereafter
entered into, together with all proceeds (cash and non-cash) thereof; and
including, without limitation, all cash or securities deposited thereunder to
secure performance by the lessees of their obligations thereunder.

      


      9.           All
of the Debtor's rights, options, powers and privileges in and to (but not the
Debtor's obligations and burdens under) any construction contract, architectural
and engineering agreements and management contract pertaining to the
construction, development, repair, operation, ownership, equipping and
management of the Property and all of the Debtor's right, title and interest in
and to (but not the Debtor's obligations and burdens under) all architectural,
engineering and similar plans, specifications, drawings, reports, surveys,
plats, permits and the like, contracts for construction, development, repair,
operation, management and maintenance of, or provision of services to, the
Property or any of the other property described herein, and all sewer taps and
allocations, agree­ments for utilities, bonds and the like, all relating to
the Property.

      


      10.           All
intangible personal property, accounts, licenses, permits, instruments, contract
rights, chattel paper and general intangibles of the Debtor, including but not
limited to cash; accounts receivable; bank accounts; certificates of deposit;
securities; promissory notes; rents; rights (if any) to amounts held in escrow;
insurance proceeds; condemnation rights; deposits; judgments, liens and causes
of action; warranties and guarantees.

      


      11.           The
interest of the Debtor in any cash escrow fund and in any and all funds,
securities, instruments, documents and other property which are at any time paid
to, deposited with, under the control of, or in the possession of the Secured
Party, or any of its agents, branches, affiliates, correspondents or others
acting on its behalf, which rights shall be in addition to any right of set-off
or right of lien that the Secured Party may otherwise enjoy under applicable
law, regardless of whether the same arose out of or relates in any way, whether
directly or indirectly, to the Project located upon the Property.

      


      12.           The
interest of the Debtor in and to any and all funds created or established and
held by the Trustee pursuant to any indenture of trust or similar instrument
authorizing the issuance of bonds or notes for the purpose of financing the
Project located upon the Property.

      


      13.           All
inventory, including raw materials, components, work-in-process, finished
merchandise and packing and shipping materials.

      


      14.           Any
and all of the above arising or acquired by the Debtor or to which the Debtor
may have a legal or beneficial interest in on the date hereof and at any time in
the future.

      


      15.           Any
and all of the above which may become fixtures by virtue of attachment to
Property.

      


      16.           The
interest of the Debtor, as lessee, in any and all of the above which may be
leased by the Debtor from others.

      


      17.           All
of the records and books of account now or hereafter maintained by or on behalf
of the Debtor and/or its agents and employees in connection with the
Project.

      


      18.           All
names now or hereafter used in connection with the Project and the goodwill
associated therewith.

      


      19.           Any
and all other Collateral of the Debtor as defined in the Uniform Commercial Code
adopted in the State.

      


      20.           Proceeds,
products, returns, additions, accessions and substitutions of and to any and all
of the above.

      


       

    

    DEBTOR:

    GLENEAGLES
APARTMENTS, LLC

    a
Delaware limited liability company

    


    
      	
               
      

            	
              By:

            	
              AMERICAN
      HOUSING MANAGEMENT COMPANY

            


    

    a
Delaware corporation

    its
Manager

    


    
      	
              By:

            	
              _____________________________

            


    

                    Matthew
Martin

    
      	
               
      

            	
              Chief
      Financial Officer

            


    

                   

    
      
      

    

     

     

    Attachments:

    Exhibit
“A”  [Legal Description]

    Exhibit
“B”  [Description of Collateral]