LOAN AGREEMENT

EX-10.77 3 d443803dex1077.htm EX-10.77 EX-10.77

Exhibit 10.77

LOAN AGREEMENT

THIS LOAN AGREEMENT (as amended, modified or supplemented from time to time, “Agreement”), dated as of the day of March, 2013, by and between (i) EAGLE COMMERCIAL VENTURES, LLC (the “Lender”), and (ii) COMSTOCK REDLAND ROAD, L.C., a Virginia limited liability company (the “Borrower”), recites and provides:

RECITALS:

R-1. The Borrower has acquired a certain development site approved for a 117-unit multifamily apartment building located at Redland Road and Yellowstone Way, Montgomery County, Maryland, as more particularly described on Exhibit A attached hereto (the “Property”).

R-2. Subject to the terms of this Agreement, the Lender agrees to make a loan (the “Loan”) to the Borrower, as more particularly described in Section One below, for the purpose of providing mezzanine and second trust financing for the Property.

R-3. The Lender and the Borrower agree that the Loan will be made and advanced upon and subject to the terms, covenants and conditions set forth in this Agreement.

R-4. Simultaneously herewith the Lender is making a loan to the Borrower as hereinafter described (the “Townhouse Loan”) with respect to certain property adjacent to the Property that has been approved for 39 lots for construction of single family units and townhouses (the “Townhouse Parcel”), which was to have been subdivided pursuant to a record plat (the “Record Plat”) to create the Property and the Townhouse Parcel each as a separate subdivided record lot; however, the Record Plat has not been recorded and the Property and the Townhouse Parcel are part of one single subdivided record lot known as P-146 in Montgomery County, Maryland. The legal description of the Property and the Townhouse Parcel is more particularly set forth in Exhibit A attached hereto and made a part hereof.

R-5. The Borrower has requested that the Lender waive the condition to closing the Loan that the Record Plat be recorded, and the Lender is amenable to such request provided the Borrower performs its duties and obligations strictly in accordance with the terms and conditions of this Agreement.

AGREEMENT

ACCORDINGLY, for and in consideration of the foregoing Recitals which are a material part of this Agreement and not mere prefatory language, and of the mutual covenants and conditions set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower agree as follows:

SECTION ONE

THE LOAN

1.1 Amount. The maximum principal amount that may be advanced under the Loan shall not exceed the lesser of (i) One Million One Hundred Ten Thousand and No/100 Dollars ($1,110,000.00), or (ii) seventy-nine percent (79%) of the “as complete” value of the Property (inclusive of senior trust financing being provided by EagleBank for the Property, as hereinafter described) pursuant to the Appraisal (hereinafter defined) and any appraisals which may be engaged by the Lender from time to time subsequent to the date hereof, or (iii) ninety percent (90%) of the cost of acquisition and development of the Property in accordance with a budget approved by the Lender. The Loan will be evidenced by a Promissory Note made by the Borrower payable to the order of the Lender (as the same may be amended, renewed, restated, supplemented or substituted from time to time, the “Note”) which shall be governed by Maryland law.

1.2 Simultaneous Closing Condition. In addition to all other conditions to closing set forth herein, the Lender’s obligation to close the Loan and advance Loan proceeds to the Borrower is subject to the condition that the following credit facilities shall be simultaneously closed with the Loan closing: (i) the Townhouse Loan; (ii) an acquisition and development loan to the Borrower from EagleBank in the amount of Five Million Three Hundred Thousand and No/100 Dollars ($5,300,000.00) (the “EagleBank A&D Townhouse Loan”) to be secured by a first lien deed of trust encumbering the Property and the Apartment Parcel (the “Senior Deed of Trust”); (iii) a construction loan to the Borrower from EagleBank in the maximum principal amount outstanding from time to time of Two Million Eight Hundred Seventy Thousand and No/100 Dollars ($2,870,000.00) (the “EagleBank Construction Loan”) also to be secured by the Senior Deed of Trust, (iv) a letter of credit facility being made available to the Borrower from EagleBank in the amount of Two Million Two Hundred Sixty Thousand and No/100 Dollars ($2,260,000.00) (the “EagleBank LC Facility” and together with the EagleBank A&D Townhouse Loan and the EagleBank Construction Loan, the “EagleBank Credit Facility”) also to be secured by the Senior Deed of Trust; and (v) an acquisition and development loan to the Borrower from EagleBank in the amount of Two Million Four Hundred Thousand and No/100 Dollars ($2,400,000.00) (the “EagleBank Apartment Loan”) also to be secured by the Senior Deed of Trust.

1.3 Purpose. The Borrower will use the Loan proceeds to finance development of the Property in accordance with a budget approved by the Lender.

1.4 Record Plat. The Borrower shall use commercially reasonable efforts with the highest due diligence to cause the Record Plat to be approved by applicable governmental authorities and recorded. The terms and conditions with respect to the Record Plat are as follows:

(a)

If the Record Plat, in form as shall have been approved by the Lender, has not been recorded within ninety (90) days from the closing of the Loan, an Event of Default shall have occurred on the ninety-first (91^st) day following the closing.

(b)

The Deed of Trust (hereinafter defined) shall initially encumber the Property and the Townhouse Parcel as security for the Loan and the Townhouse Loan. Upon recordation of the Record Plat, the Deed of Trust shall be amended to reflect the new legal description and the Lender’s loan policy of title insurance shall be appropriately endorsed in form satisfactory to the Lender in all respects.

(c)

Provided there has then occurred no Event of Default hereunder, following recordation of the Record Plat, if (i) the Borrower sells the Property and upon closing of such sale pays the Loan and the EagleBank Apartment Loan in full, the Lender shall release the Property from the lien of the Deed of Trust, or (ii) the Borrower determines to develop the Property and transfer the Property to an affiliate, provided that EagleBank releases the Property from the Senior Deed of Trust, the Lender shall release the Property from the lien of the Deed of Trust and simultaneously therewith the Property shall be encumbered by a new deed of trust (the “Apartment Parcel Deed of Trust”) as security for the Townhouse Loan as well as cross-collateral security for the Loan.

(d)

If applicable under Subparagraph 1.4(c) above, the Apartment Parcel Deed of Trust shall be in the form as attached to this Agreement as Exhibit B and shall constitute a second lien on the Property subject only to a new senior lien deed of trust securing EagleBank for the EagleBank Apartment Loan in an amount not to exceed Two Million Four Hundred Thousand and No/100 Dollars ($2,400,000.00), to be recorded immediately prior to recordation of the Apartment Parcel Deed of Trust securing the Lender.

(e)

The Leases Assignment (hereinafter defined) shall encumber all leases, rents and profits with respect to the Property and the Townhouse Parcel. The Property may be released from the Leases Assignment in the event of (i) sale and payment in full of the Loan and the EagleBank Apartment Loan as contemplated in Subparagraph 1.4(c) above or (ii) transfer of the Property to an affiliate, in which event a new assignment of leases and rents in form substantively identical to the Leases Assignment shall be recorded against the Property simultaneously with such release.

(f)

UCC-1 Financing Statements that constitute a fixture filing shall be recorded against the Property and the Townhouse Parcel. Such UCC-1 Financing Statements may be terminated as to the Property in the event of (i) sale and payment in full of the Loan and the EagleBank Apartment Loan as contemplated in Subparagraph 1.4(c) above or (ii) transfer of the Property to an affiliate, in which event a new UCC-1 Financing Statement in form substantively identical to the initial instrument shall be filed against the Property simultaneously with such termination.

1.5 Guarantors. Comstock Holding Companies, Inc. (the “Entity Guarantor”) and Christopher Clemente (the “Individual Guarantor”), jointly and severally (jointly and severally, collectively the “Guarantor”) shall guarantee the payment and performance of the Borrower’s obligations, covenants and agreements under the Loan, as evidenced by the Loan Documents, and shall also guarantee the Carve Out Obligations (defined on Exhibit C attached hereto), which guaranty shall be evidenced by an instrument of unlimited and unconditional guaranty of payment and performance from the Guarantor for the benefit of the Lender, in form and substance satisfactory to the Lender (the “Guaranty”).

1.6 Term. The Note shall mature twelve (12) months after the date of closing on the Loan (the “Maturity”). It is acknowledged and agreed that notwithstanding any provisions herein, the Borrower has not applied for, nor has the Lender made any commitment with respect to, any extension of such Maturity. Upon any application for an extension, any approval of an extension on any terms would be contingent upon the usual and customary underwriting procedures of the Lender, including without limitation, full credit and collateral evaluation and review, the approval of the loan committee of the Lender, and payment to the Lender of extension fees as determined by the Lender.

1.8 Contract Interest Rate; Pay Rate. Commencing on the closing of the Loan, the unpaid balance of the Note outstanding from time to time shall bear interest at the fixed rate of twelve percent (12%) per annum (the “Contract Rate”). Interest shall be calculated using a 360-day year, based upon the actual number of days for which the calculation is being made. Monthly payments of interest only at the rate of six percent (6%) per annum (the “Pay Rate”) shall be due and payable and shall be paid to the Lender. The difference between the amount calculated at the Contract Rate and the amount calculated at the Pay Rate shall accrue and payment thereof shall be deferred to Maturity.

1.9 Loan Fee. The Borrower shall pay to the Lender a fee for the Loan in the amount of Twenty-Two Thousand and No/100 Dollars ($22,200.00) (the “Loan Fee”), which has been received by the Lender and which is fully earned by the Lender and non-refundable.

1.10 Exit Fee. In addition to the Loan Fee, the Borrower shall pay to the Lender a fee (the “Exit Fee”) in the amount of Twenty-Two Thousand and No/100 Dollars ($22,200.00) on the Maturity date of the Loan or at such earlier time as all of the following shall have occurred: (i) the EagleBank Apartment Loan shall have been paid in full, or (ii) the Loan is paid in full prior to Maturity.

1.11 Increase in Exit Fee on Prepayment Within One Year. The Borrower and the Lender agree that the Lender is guaranteed payment of the amount of interest on the full Loan amount for one (1) full year at the annual rate of twelve percent (12%). If the Loan is prepaid in whole or in part within twelve (12) months following closing of the Loan, the Exit Fee shall be increased by an amount calculated as follows: One Hundred Thirty-Two Thousand and No/100 Dollars ($132,200.00) minus any monthly payments of interest at the Pay Rate that have been paid by the Borrower prior to the time of prepayment. The calculation of the increase in the Exit Fee shall be determined by the Lender and shall be paid in full at Maturity.

1.12 Collateral. The Loan shall be secured by, among other things, the following:

(i)

A second lien deed of trust, security agreement and fixture filing (as the same may be amended, restated, supplemented or substituted, the “Deed of Trust”) on the Property and the Townhouse Parcel, subject only to the lien of the Senior Deed of Trust;

(ii)

An assignment of Leases and Rents on the Property and the Townhouse Parcel (as the same may be amended, restated, supplemented or substituted, the “Leases Assignment”);

(iii)

A pledge and security agreement from Comstock Investors VII, L.C. (“Investors VII”) covering all of Investors VII’s right, title and interest in connection with its 100% ownership interest in the Borrower (the “Pledge”);

(iv)

Assignments of all development and construction documents including, without limitation, plans and specifications, permits, architect’s contracts, engineering contracts, development contracts, and construction contracts (the “Documents Assignment”);

(v)

Consents to Assignment executed by each of the general contractor, architect and project engineer for each of the development and the construction (the “Consents”);

(vi)

An Environmental Indemnity Agreement made by the Borrower and the Guarantor for the benefit of the Lender (as the same may be amended, restated, supplemented or substituted, the “Environmental Indemnity”);

(vii)

Such UCC-1 Financing Statements as the Lender may determine to be necessary or desirable.

1.13 Cross Defaulted Loan. An event of default under the Townhouse Loan (sometimes herein called the “Cross-Defaulted Loan”) shall constitute an Event of Default under the Loan Documents. From and after recordation of the Record Plat, release of the Property from the lien of the Deed of Trust, and recordation of the Apartment Parcel Deed of Trust, (i) the Property shall secure, in addition to the Loan, the Loan, and (ii) the Townhouse Parcel shall secure, in addition to the Townhouse Loan, the Loan.

1.14 Release Provisions. No partial releases of portions of the Property shall be permitted.

1.15 Intercreditor Agreement. As a condition of closing the Loan, EagleBank shall enter into a Subordination and Standstill Agreement with the Lender (the “Intercreditor Agreement”), in form and substance satisfactory to the Lender in all respects, pursuant to which the Lender shall subordinate all of its rights in and to the Subordinate Loan to EagleBank’s rights, remedies and security under the documents evidencing and/or securing the EagleBank Credit Facility and the EagleBank Apartment Loan.

SECTION TWO

PAYMENTS, COMPUTATIONS, FEES, CHARGES AND PROTECTIVE ADVANCES

2.1 Payments. All payments due with respect to this Agreement or the Loan shall be made in immediately available funds to the Lender at such place as designated by the Lender from time to time. The Lender is authorized, but shall be under no obligation, to charge any deposit account maintained by the Borrower with the Lender or any affiliate of the Lender for any payments due to the Lender with respect to this Agreement or the Loan. Payments shall be applied, at Lender’s sole discretion: (i) first, to payment of accrued and unpaid interest, if any; (ii) second, to payment of any principal then due, if any; (iii) third, to late charges, if any; (iv) fourth, to reasonable attorneys’ fees and costs of collection; and (v) fifth, to reduce the outstanding principal balance of the Note until such principal shall have been fully repaid. All payments hereunder shall be made without offset, demand counterclaim, deduction, abatement, defense, or recoupment, each of which the Borrower hereby waives.

2.2 Late Charges. If any payment due the Note is not made within ten (10) days of its due date, the Borrower shall pay to the Lender upon demand (which may be in the form of the usual monthly billing or invoice) a late charge equal to five percent (5%) of the amount of such payment.

2.3 Default Rate. After an Event of Default (hereinafter defined), the interest which accrues on the Note shall be increased to the Default Rate (as defined in the Note).

2.4 Computations. Interest and fees on the Loan shall be computed on the basis of a year of three hundred sixty (360) days and actual days elapsed.

2.5 Prepayment. The Borrower may prepay the Note in whole or in part without premium or penalty at any time upon ten (10) days prior written notice to the Lender, subject to increase in the Exit Fee if such prepayment is made within the first year following closing of the Loan as set forth above. Amounts prepaid may not be re-borrowed.

2.6 Indebtedness. As used in this Agreement, the term “Indebtedness” means all present and future indebtedness of the Borrower to the Lender arising out of or in connection with the Note or any of the other Loan Documents.

SECTION THREE

CONDITIONS

3.1 Conditions Precedent to Closing. In addition to any other conditions stated in this Agreement, the following conditions must be satisfied prior to Lender closing on the Loan.

(a) Loan Documents. Receipt by Lender of appropriately completed and duly executed originals of this Agreement, the Note, the Guaranty, the Deed of Trust, the Leases Assignment, the Pledge, the Documents Assignment, the Consents, the Environmental Indemnity, UCC-1 Financing Statements and Intercreditor Agreement, all as Lender may require (collectively, together with any other documents executed and delivered in connection with the Indebtedness, the “Loan Documents”).

(b) Organizational Documents. The Borrower and each entity comprising the Borrower shall supply to the Lender, to the extent it has not previously done so in any prior transaction with EagleBank or the Lender: (i) a currently certified copy of its Articles of Organization and all amendments thereto; (ii) evidence satisfactory to the Lender and its counsel that it is in good standing in the jurisdiction where organized and qualified to do business in every jurisdiction in which the nature of its businesses or its properties makes such qualification necessary; (iii) resolutions authorizing the due execution and delivery of the Loan Documents to which it is a party; and (iv) certified copies of its Operating Agreement and all amendments thereto. The Articles of Organization and the Operating Agreement of Borrower and each entity comprising the Borrower shall not be amended, changed or modified in any respect without prior written consent of the Lender. In addition, the Entity Guarantor shall supply, to the extent it has not previously done so in any prior transaction with EagleBank or the Lender: (i) a currently certified copy of its Articles of Incorporation and all amendments thereto; (ii) evidence satisfactory to Lender and its counsel that it is in good standing in the jurisdiction where organized and qualified to do business in every jurisdiction in which the nature of its businesses or its properties makes such qualification necessary; (iii) resolutions authorizing the due execution and delivery of the Loan Documents to which it is a party and a certificate of incumbency; and (iv) certified copies of its By-Laws and all amendments thereto. The Articles of Incorporation and the Bylaws of the Entity Guarantor shall not be amended, changed or modified in any respect without the prior written consent of the Lender; provided, however, that on the condition that the Lender is given thirty (30) days advance written notice, the Lender hereby consents to the Entity Guarantor’s change in corporate domicile from Delaware to Virginia and all amendments to its organizational documents as are reasonably required to effect such change in domicile subsequent to the closing of the Loan; provided further that UCC-1 financing statements shall be filed in the changed domicile at the cost and expense of the Borrower.

(c) Opinion. Receipt by the Lender of the opinion(s) of the counsel for Borrower and the Guarantor, in form and content satisfactory to the Lender, in its sole, but reasonable, discretion.

(d) Insurance. Receipt by the Lender of certificate(s) of insurance to evidence a fully paid policy or policies of comprehensive public liability insurance naming Lender as an additional insured thereunder in an amount not less than Two Million and No/100 Dollars ($2,000,000.00) in the aggregate with not less than One Million and No/100 Dollars ($1,000.000.00) per occurrence; in any event, the amount of all insurance shall be sufficient to prevent any co-insurance contribution on any loss, with each policy providing for a thirty (30) day prior written notice of cancellation, amendment or alteration.

(e) Financing Statements. The financing statements necessary to perfect the Lender’s security interest in the personal property subject to the Deed of Trust, and the membership interests in the Borrower pursuant to the Pledge, and in any other collateral requiring the filing of a financing statement for perfection of a lien thereon, shall be duly filed in all appropriate offices and jurisdictions, all other financing statements covering any of such personal property shall be terminated or

the Lender shall be reasonably satisfied that such terminations are forthcoming, and filing and recording receipts evidencing such filings and terminations shall be delivered to Lender, all in form and substance satisfactory to the Lender.

(f) Property Documents. The Lender shall have received and approved in its sole discretion, the following:

(1) Appraisals. An appraisal of the Property, prepared by an appraiser acceptable to the Lender, in form and content acceptable to the Lender, conforming to all regulatory and internal appraisal guidelines applicable to or established by the Lender, in its sole, absolute, nonreviewable discretion, reflecting an “as complete” value satisfactory to the Lender (the “Appraisal”);

(2) Title Insurance. A commitment for title insurance (the “Title Commitment”) insuring the first priority lien of the Deed of Trust in the aggregate amount of the Note and the Townhouse Loan, containing no exceptions unacceptable to the Lender, issued in the name of the Lender by a title company acceptable to the Lender and in an amount equal to the aggregate principal amount of the Note and the Townhouse Loan. The Title Commitment and the title policy issued pursuant thereto (the “Title Policy”) shall reflect that all requirements for issuance of the Title Policy have been satisfied, and shall contain such other endorsements or coverages as the Lender may require.

(3) UCC Insurance. A commitment for UCC insurance insuring the Lender’s first priority lien in the membership interests of the Borrower pursuant to the Pledge.

(4) Survey. A current survey and legal description of the Property and the Townhouse Parcel satisfactory to the Lender from a registered land surveyor of the State of Maryland, which survey shall show all easements, rights of way and other matters of record, shall locate all existing improvements on the Property and the Townhouse Parcel, shall contain metes and bounds descriptions of each applicable constituent portion of the Property acceptable to the Lender and its counsel, shall generally show a state of facts acceptable to the Lender, and shall contain a surveyor’s certificate satisfactory to the Lender.

(5) Subdivision Plat. Approval by the Lender and its construction consultant of the form of Record Plat to be recorded.

(6) Flood Hazard. Evidence that no part of the Property or the Townhouse Parcel is located in a special flood hazard area.

(7) Public Utilities. Evidence to the effect that sanitary sewer, water, electric, gas, telephone and other public utilities are available and adequate to serve the Property and the Townhouse Parcel.

(8) Licenses and Permits. Copies of all licenses and permits in connection with the Property and the Townhouse Parcel, including without limitation licenses, permits, proffers and other conditions to final subdivision and site plan approval for the Property and the Townhouse Parcel.

(9) Zoning. Receipt by the Lender of a zoning endorsement to the Title Policy acceptable to the Lender or such other written evidence as is acceptable to the Lender that the Property and the Townhouse Parcel are zoned consistent with the uses contemplated beyond any possibility of appeal and can be developed as proposed as a matter of right, and to the effect, further, that there are no pending proceedings, either administrative, legislative or judicial, which would in any manner adversely affect the status of the zoning with respect to the Property and the Townhouse Parcel or any part thereof.

(g) No Default. No event shall have occurred and be continuing that constitutes an Event of Default (as defined below).

(h) Representations. All representations and warranties contained in this Agreement shall be true and correct in every material respect as of the date of closing of the Loan.

(i) Satisfactory Documents. All documents delivered pursuant to this Agreement must be in form and substance satisfactory to the Lender and its counsel and all legal matters incident to this Agreement must be satisfactory to Lender’s counsel.

(j) Identification. As required by federal regulation, closing the Loan is contingent upon satisfactory verification of identity of the signatories and verification that none of the Borrower or the Guarantor or any signers is restricted from conducting business in the United States.

SECTION FOUR

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to extend credit to the Borrower, the Borrower and the Guarantor each make the following representations and warranties as to itself:

4.1 Organization. The Borrower and each entity comprising the Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and is duly qualified as a foreign limited liability company and in good

standing under the laws of each other jurisdiction in which such qualification is required. The Entity Guarantor represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required.

4.2 Execution and Delivery. The Borrower and each entity comprising the Borrower has the power, and has taken all of the necessary actions, to execute and deliver and perform its obligations under the Loan Documents, and the Loan Documents, when executed and delivered, will be binding obligations of each such entity enforceable in accordance with their respective terms.

4.3 Power. Each of the Borrower and each entity comprising the Borrower has the power and authority to own its properties and to carry on its business as now being conducted.

4.4 Financial Statements. Al financial statements and information delivered to the Lender are correct and complete in all material respects and present fairly the financial conditions, and reflect all known liabilities, contingent and otherwise, of the Borrower and the Guarantor as of the dates of such statements and information, and since such dates no material adverse change in the assets, liabilities, financial condition, business or operations of the Borrower or the Guarantor has occurred.

4.5 Taxes. All tax returns and reports of the Borrower and the Guarantor required by law to be filed have been duly filed, and all taxes, assessments, other governmental charges or levies (other than those presently payable without penalty or interest and those that are being contested in good faith in appropriate proceedings) upon the Borrower and/or the Guarantor and upon any of their respective properties, assets, income or franchises, that are due and payable have been paid.

4.6 Litigation. There is no action, suit or proceeding pending or, to the knowledge of the Borrower or the Guarantor, threatened against or affecting the Borrower or the Guarantor that, either in any case or in the aggregate, may result in any material adverse change in the business, properties or assets or in the condition, financial or otherwise, of the Borrower or the Guarantor, or that may result in any material liability on the part of the Borrower or the Guarantor that would materially and adversely affect the ability of the Borrower or the Guarantor to perform its and/or their obligations under the Loan Documents, or that questions the validity of any of the Loan Documents or any action taken or to be taken in connection with the Loan Documents.

4.7 No Breach. The execution and delivery of the Loan Documents, and compliance with the provisions of the Loan Documents, will not conflict with or violate any provisions of law or conflict with, result in a breach of, or constitute a default under, the organizational documents of the Borrower, or any judgment, order or decree binding on the Borrower, or any other agreements to which the Borrower is a party.

4.8 No Defaults. To the best of the Borrower’s knowledge, the Borrower is not in default with respect to any debt, direct or indirect, upon or as to which the Borrower has any liability or obligation.

4.9 Compliance. The Borrower is in compliance in all material respects with all applicable laws and regulations, including, without limitation, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

4.10 Approvals. No authorizations, approvals or consents of, and no filings and registrations with, any governmental or regulatory authority or agency, are necessary for the execution, delivery or performance of the Loan Documents by the Borrower.

4.11 Title to Assets. The Borrower has good and marketable title to all of its assets, subject only to the liens and security interests permitted by this Agreement and the liens and security interests securing EagleBank.

4.12 Use of Proceeds. The proceeds of the Loan shall be used only for the purposes described in this Agreement. The proceeds of the Loan shall not be used to purchase or carry any margin stock, as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System.

SECTION FIVE

COVENANTS OF BORROWER AND GUARANTOR

In consideration of credit extended or to be extended by the Lender, the Borrower covenants and agrees as follows:

5.1 Financial Information. The Borrower and the Guarantor shall each deliver to the Lender: (i) with respect to the Borrower, each year within ninety (90) days after the close of its fiscal year, financial statements prepared in accordance with standard accounting principles consistently applied, certified as true and correct by an officer of each such entity; (ii) with respect to the Entity Guarantor, each year within ninety (90) days after the close of its fiscal year, audited financial statements; (iii) each year within thirty (30) days after filing, a copy of each such entity’s federal income tax return and all schedules thereto, provided that in the event of such extension such entity shall provide the Lender with a copy of the federal income tax return and all schedules thereto within thirty (30) days of the filing of same with the Internal Revenue Services, (iv) with respect to the Individual Guarantor, each year within thirty (30) days after filing, a copy of his federal income tax return and all schedules thereto; and (v) promptly upon the Lender’s request, such financial and other information as the Lender reasonably may require from time to time. All financial statements shall be in such reasonable detail and shall be accompanied by such certificates of the Borrower or the Guarantor, as applicable, as may reasonably be required by the Lender.

5.2 Taxes. All tax returns and reports of the Borrower required by law to be filed have been duly filed, and all taxes, assessments, other governmental charges or levies (other than those presently payable without penalty or interest and those that are being contested in good faith in appropriate proceedings) upon the Borrower and upon the Borrower’s properties, assets, income or franchises, that are due and payable, have been paid.

5.3 Compliance with Laws. The Borrower shall comply with all applicable laws and regulations including, without limitation, ERISA.

5.4 Maintain Existence. The Borrower and the Entity Guarantor shall each maintain its existence in good standing, maintain and keep its properties in good condition (ordinary wear and tear excepted), maintain adequate insurance for all of its properties with financially sound and reputable insurers. The Borrower shall remain in the same line of business as it is on the date of this Agreement and shall not enter into any new lines of business without the prior written consent of the Lender.

5.5 Notices. As soon as it has actual knowledge, the Borrower shall notify the Lender of the institution or threat of any material litigation or condemnation or administrative proceeding of any nature involving the Borrower.

5.6 Books and Records. The Borrower shall maintain complete and accurate books of account and records. The principal books of account and records shall be kept and maintained at 1886 Metro Center Drive, 4^th Floor, Reston, VA 10190. The Borrower shall not remove such books of account and records without giving the Lender at least thirty (30) days prior written notice. The Borrower, upon reasonable notice from the Lender, shall permit the Lender, or any officer, employee or agent designated by the Lender, to examine the books of account and records maintained by the Borrower, and agree that the Lender or such officer, employee or agent may audit and verify the books and records. The Borrower shall reimburse the Lender for any reasonable expenses incurred by the Lender in connection with any such audits. All accounting records and financial reports furnished to the Lender by the Borrower and the Guarantor pursuant to this Agreement shall be maintained and prepared in accordance with GAAP.

5.7 Liens. The Borrower shall not create, incur, assume or permit to exist any mortgage, deed of trust, assignment, pledge, lien, security interest, charge or encumbrance, including, without limitation, the right of a vendor or under a conditional sale contract or the lessor under a capitalized lease (collectively, (“Liens”) of any kind or nature in or upon any of the asset of the Borrower except:

(a)

Liens created or deposits made that are incidental to the conduct of the business of the Borrower, that are not incurred in connection with any borrowing or the obtaining of any credit and that do not and will not interfere with the use by the Borrower of any of its assets in the normal course of its business or materially impair the value of such assets for the purpose of such business;

(b)

Liens securing EagleBank pursuant to the Senior Deed of Trust and related loan documents; and

(c)

Liens securing the Indebtedness.

5.8 Debt. Except as provided above in Section 5.7, without the prior written consent of the Lender, the Borrower shall not incur or permit to exist any debt for borrowed funds, the deferred purchase price of goods or services or capitalized lease obligations, except for (a) trade debt incurred in the ordinary course of business, and (b) the Indebtedness.

5.9 Contingent Liabilities. Without the prior written consent of the Lender, neither the Borrower nor the Guarantor shall guarantee, endorse, become contingently liable upon or assume the obligation of any person, or permit any such contingent liability to exist, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

5.10 Sale of Assets. Without the prior written consent of the Lender, the Borrower shall not sell, lease, assign or otherwise dispose of any of its assets except for (a) the disposition of assets that are no longer needed or useful in its business, (b) assets which have been removed and replaced and (d) sale and conveyance of the Property following recordation of the Record Plat and payment in full of all principal, accrued interest and other charges due under the Loan and the EagleBank Apartment Loan.

5.11 Mergers and Acquisitions. Without the prior written consent of the Lender, the Borrower shall not merge or consolidate with, or acquire all or substantially all of the assets, stock, partnership interests or other ownership interests of, any other person.

5.12 Loans and Advances. Without the prior written consent of the Lender, the Borrower shall not make any loan or advance to any affiliate, director, member, manager, officer or employee of the Borrower, or any other person, except for the creation of accounts receivable in the ordinary course of business on terms that are no less favorable than would apply in an arms-length transaction.

5.13 Subsidiaries and Joint Ventures. Without the prior written consent of the Lender, the Borrower shall not form any subsidiary, become a general or limited partner in any partnership or become a party to a joint venture. If the Lender grants its consent to the formation or acquisition of a subsidiary Borrower, such entity shall cause each subsidiary to perform and observe all of the covenants contained in this Agreement and the other Loan Documents.

5.14 Affiliates. Without the prior written consent of the Lender, the Borrower shall not engage in business with any of its affiliates except in the ordinary course of business and on terms that are no less favorable to the Borrower than would apply in an arm’s length transaction.

5.15 Organization; Control and Management; Transfers. Until such time as the Loan is fully repaid, there shall be no Transfer (hereinafter defined) of any interest in the Borrower, nor any change in the Control (hereinafter defined) or management of either the Borrower or the Entity Guarantor, nor any Transfer of the Property except for sales of Lots and Units in accordance with the terms of the Loan Documents, without the Lender’s prior written consent. “Transfer” means any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest or other disposition, either directly or indirectly, in the aggregate of fifty percent (50%) or more of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by” and “controlling” shall have the respective correlative meanings thereto.

SECTION SIX

DEFAULT AND REMEDIES

6.1 Default. Each of the following shall constitute an “Event of Default” under this Agreement:

(a) Failure to Pay. If: (i) the Borrower shall fail to pay any monthly payment required under the Note (“Monthly Payments”) when due thereunder or (ii) the Borrower shall fail to pay any amount (other than the Monthly Payments) as and when due under the Note or any of the other Loan Documents;

(b) Failure to Give Notices. If the Borrower fails to give the Lender any notice required by Section 5.5 of this Agreement within thirty (30) days after it has actual knowledge of the event giving rise to the obligation to give such notice.

(c) Failure to Permit Inspections. If the Borrower refuses to permit the Lender to inspect its books and records in accordance with the provisions of Section 5.6 or failure to permit the Lender to inspect the Property upon reasonable advance notice.

(d) Failure to Record Record Plat. If the Record Plat is not recorded within ninety (90) days following closing the Loan.

(e) Failure to Observe Covenants. If the Borrower fails to perform or observe any non-monetary term, covenant, warranty or agreement contained in this Agreement or in the other Loan Documents for which no cure period or another cure period is provided, and such failure shall continue for a period of thirty (30) days after written notice of such failure has been given to the Borrower by the Lender; provided, however, if such default is not in the payment of any sum due to the Lender hereunder, or was not the subject of an Event of Default for which notice was previously provided, and provided the Borrower is diligently pursuing the cure of such default, then the Borrower shall have an additional sixty (60) days within which to cure such default prior to the Lender exercising any right or remedy available hereunder, or at law or in equity.

(f) Defaults Under Loan Documents. If an Event of Default shall occur under the Note or any other Loan Document and shall not be cured within any applicable grace period.

(g) Breach of Representation. Discovery by the Lender that any representation or warranty made or deemed made by the Borrower in this Agreement or in any other Loan Document or in any statement or representation made in any certificate, report or opinion delivered pursuant to this Agreement or other Loan Document or in connection with any borrowing under this Agreement by the Borrower or the Guarantor or any member, manager, officer, agent, employee or director of the Borrower or the Guarantor, was materially untrue when made or deemed to be made.

(h) Voluntary Bankruptcy. If the Borrower or the Guarantor makes an assignment for the benefit of creditors, files a petition in bankruptcy, petitions or applies to any tribunal for any receiver or any trustee of the Borrower or the Guarantor or any substantial part of the property of the Borrower or the Guarantor, or commences any proceeding relating to the Borrower or the Guarantor under any reorganization, arrangement, composition, readjustment, liquidation or dissolution law or statute of any jurisdiction, whether in effect now or after this Agreement is executed.

(i) Involuntary Bankruptcy. If, within sixty (60) days after the filing of a bankruptcy petition or the commencement of any proceeding against the Borrower or the Guarantor seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statue, law or regulation, the proceeding shall not have been dismissed, or, if within sixty (60) days, after the appointment, without the consent or acquiescence of the Borrower or the Guarantor, of any trustee, receiver or liquidator of any Borrower or all or any substantial part of the properties of the Borrower or the Guarantor, the appointment shall not have been vacated.

(j) Cross Default. If, as a result of default, any present or future obligations of the Borrower or the Guarantor or any affiliate of the Borrower or the Guarantor to the Lender or any other creditor, whether due to acceleration provisions or otherwise therein, are declared to be due and payable prior to the expressed maturity of such obligations.

(k) Cross Default to Particular Instruments: If an Event of Default by the applicable borrower shall occur under any of the following, as any of the following may be amended, substituted or replaced from time to time: (i) the Townhouse Loan, (ii) any loan documents evidencing and/or securing that certain loan from EagleBank to New Hampshire Ave. Ventures, LLC (“NHA”) in the amount of $6,000,000.00, which is evidenced, among other things, by a Revolving Development Loan Promissory Note dated August 13, 2012 made by NHA to the order of EagleBank; (iii) any loan documents evidencing and/or securing that certain loan from EagleBank to NHA in the amount of $4,000,000.00, which is evidenced, among other things, by a Revolving Construction Loan Promissory Note dated August 13, 2012 made by NHA to the order of EagleBank; (iv) any loan documents evidencing and/or securing that certain loan from EagleBank to Comstock Potomac Yard, L.C. and Comstock Penderbrook, L.C., jointly and severally, in the amount of $9,960,000.00, which is evidenced, among other things, by a Deed of Trust Note dated May 30, 2012 made by those obligors to the order of EagleBank; and (v) the documents evidencing and/or securing the EagleBank Credit Facility and/or the EagleBank Apartment Loan.

(l) Material Adverse Change. A material adverse change occurs in the financial or business condition of the Borrower or the Guarantor.

(m) Judgment. If a judgment, attachment, garnishment or other process is entered against the Borrower and is not vacated or bonded within sixty (60) days after entry (or such shorter period of time as necessary in order to avoid attachment or foreclosure), or if a judgment, attachment, garnishment or other process is entered against the Guarantor that would materially affect the Guarantor’s ability to perform its obligations under the Loan Documents, and such judgment, attachment, garnishment or other process is not vacated or bonded with in sixty (60) day after entry (or such shorter period of time as necessary in order to avoid attachment or foreclosure).

(n) Dissolution. The dissolution, liquidation or termination of existence of the Borrower or any Entity Guarantor or the death of any Individual Guarantor unless a substitute guarantor, satisfactory to the Lender in its sole and absolute discretion, assumes all liability under the Guaranty and Environmental Indemnity and executes any documents which the Lender may reasonably require to implement such substitution, within sixty (60) days after event of dissolution, liquidation or termination of existence of an Entity Guarantor or death of any Individual Guarantor.

(o) Change in Management/Control. A change in the management of or controlling interest in the Borrower or any Entity Guarantor without the prior written consent of the Lender.

6.2 Remedies. Upon the occurrence of an Event of Default (a) the Lender, at its option, by written notice to the Borrower, may declare all Indebtedness to the Lender to be immediately due and payable, whether such Indebtedness was incurred prior to, contemporaneous with or subsequent to the date of this Agreement and whether represented in writing or otherwise, without presentment, demand, protest or further notice of any kind, and (b) the Lender may exercise all rights and remedies available to it under the Loan Documents and applicable law. The Borrower agrees to pay all costs and expenses incurred by the Lender in enforcing any obligation under this Agreement or the other Loan Documents, including, without limitation, attorneys’ fees. No failure or delay by the Lender in exercising any power or right will operate as a waiver of such power or right, nor will any single or partial exercise of any power or right preclude any other future exercise of such power or right, or the exercise of any other power or right.

6.3 Borrower to Pay Fees and Charges. The Borrower shall pay all fees and charges incurred in the procuring, making and enforcement of the Loan, including without limitation the reasonable fees and disbursements of Lender’s attorneys, charges for appraisals, the fee of Lender’s inspector and construction consultant, fees and expenses relating to examination of title, title insurance premiums, surveys, and mortgage recording, documentary, transfer or other similar taxes and revenue stamps, loan extension fees, if any, and the Lender’s fees for the Loan.

SECTION SEVEN

GENERAL PROVISIONS

7.1 Defined Terms. Each accounting term used in this Agreement, not otherwise defined, shall have the meaning given to it under GAAP applied on a consistent basis. The term “person” shall

mean any individual partnership, corporation, trust, joint venture, unincorporated association, governmental subdivision or agency or any entity of any nature. The term “subsidiary” means, with respect to any person, a corporation or other person of which shares of stock or other ownership interest having ordinary voting power to elect a majority of the board of directors or other managers of such corporation or person are at the time owned, or the management of which it otherwise controlled, directly or indirectly, through one or more intermediaries, by such person. The term “affiliate” means, with respect to any specified person, any other person that, directly or indirectly, controls or is controlled by, or is under common control with, such specified person. All meanings assigned to defined terms in this Agreement shall be applicable to the singular and plural forms of the terms defined.

7.2 Notices. All notices, requests, demands and other communication with respect hereto shall be in writing and shall be delivered by hand, prepaid by Federal Express (or a comparable overnight delivery service), or sent by the United States first-class mail, certified, postage prepaid, return receipt requested, to the parties at their respective addresses set forth as follows:

If to the Lender, to:

EAGLE COMMERCIAL VENTURES, LLC

7815 Woodmont Avenue

Bethesda, MD 20814

Attn: Laurence E. Bensignor, President

With a copy to:

Friedlander Misler, PLLC

5335 Wisconsin Avenue, N.W., Suite 600

Washington, D.C. 20015

Attn: Leonard A. Sloan, Esq.

If to the Borrower or any Guarantor, to:

Comstock Redland Road, L.C.

c/o Comstock Holding Companies, Inc.

1886 Metro Center Drive, 4^th Floor

Reston, VA 20190

Attn: Christopher Clemente

With a copy to:

Comstock Redland Road, L.C.

c/o Comstock Holding Companies, Inc.

1886 Metro Center Drive, 4^th Floor

Reston, VA 20190

Attn: Jubal Thompson, Esq.

Any notice, request, demand or other communication delivered or sent in the manner aforesaid shall be deemed given or made (as the case may be) upon the earliest of (a) the date it is actually received, (b) on the business day after the day on which it is delivered by hand, (c) on the business day after the day on which it is properly delivered by Federal Express (or a comparable overnight delivery service), or (d) on the third (3^rd) business day after the day on which it is deposited in the United States mail. Any party may change such party’s address by notifying the other parties of the new address in any manner permitted by this Section.

7.3 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Lender and the Borrower and their respective successors, assigns, personal representatives, executors and administrators, provided that the Borrower may not assign or transfer its rights under this Agreement.

7.4 Entire Agreement. Except for the other Loan Documents expressly referred to in this Agreement, this Agreement represents the entire agreement between the Lender and the Borrower, supersedes all prior commitments and may be modified only by an agreement in writing.

7.5 Survival. All agreements, covenants, representations and warranties made in this Agreement and all other provisions of this Agreement will survive the delivery of this Agreement and the other Loan Documents and the making of the advances under this Agreement and will remain in full force and effect until the obligations of the Borrower under this Agreement and the other Loan Documents are indefeasibly satisfied.

7.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland, without reference to conflict of laws principles.

7.7 Headings. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

7.8 Participations. The Lender shall have the right to sell all or any part of its rights under the Loan Documents, and the Borrower authorizes the Lender to disclose to any prospective participant in any of the Loan any and all financial and other information in the Lender’s possession concerning the Borrower or the collateral for the Loan.

7.9 No Third Party Beneficiary. The parties do not intend the benefits of this Agreement or any other Loan Document to inure to any third party.

7.10 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LENDER AND THE BORROWER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY BASED ON, ARISING OUT OF OR UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.

7.11 Waiver. The rights of the Lender under this Agreement and the other Loan Documents shall be in addition to all other rights provided by law. No waiver of any provision of this Agreement, or any other Loan Document, shall be effective unless in writing, and no waiver shall extend beyond the particular purpose involved. No waiver in any one case shall require the Lender to give any subsequent waivers.

7.12 Severability. If any provision of this Agreement or any other Loan Document is held to be void, invalid, illegal or unenforceable in any respect, such provision shall be fully severable and this Agreement or the applicable Loan Document shall be construed as if the void, invalid, illegal or unenforceable provision were not included in this Agreement or in such Loan Document.

7.13 No Setoffs. With respect to a monetary default claimed by the Lender under the Loan Documents, no setoff, claim, counterclaim, reduction or diminution of any obligation or defense of any kind or nature that the Borrower has or may have against the Lender (other than the defenses of payment, the Lender’s gross negligence or willful misconduct) shall be available against the Lender in any action, suit or proceeding brought by the Lender to enforce this Agreement or any other Loan Document. The foregoing shall not be construed as a waiver by the Borrower of any such rights or claims against the Lender, but any recovery upon any such rights or claims shall be had from the Lender separately, it being the intent of this Agreement and the other Loan Documents that the Borrower shall be obligated to pay, absolutely and unconditionally, all amounts due under this Agreement and the other Loan Documents.

7.14 No Merger. The Borrower and the Lender expressly agree that the Borrower’s agreement and obligation to pay the Lender’s reasonable attorneys’ fees and costs, and all other litigation expenses, shall not be merged into any judgment obtained by the Lender, but shall survive the same and shall not be extinguished by any monetary judgment. It is the express intent of the parties hereto that all post-judgment collection fees and expenses (including reasonable attorneys’ fees and costs) shall survive entry of a final judgment and shall be collectible by the Lender against the Borrower from time to time following entry of any final judgment obtained by the Lender against the Borrower.

7.15 Counterparts. This Agreement may be executed for the convenience of the parties in several counterparts, which are in all respects similar and each of which is to be deemed to be complete in and of itself, and any one of which may be introduced in evidence or used for any other purpose with the production of the other counterparts thereof.

7.16 Consent to Jurisdiction. The Borrower irrevocably submits to jurisdiction of any state or federal court sitting in the Commonwealth of Virginia or the State of Maryland over any suit, action or proceeding arising out of or relating to this Agreement, the Note or any other Loan Documents. The undersigned irrevocably waives, to the fullest extent permitted by law, any objection that the undersigned may now or hereafter have to the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment in any such court shall be conclusive and binding and may be enforced in any court in which the undersigned is subject to jurisdiction by a suit upon such judgment provided that service of process is effected as provided herein or as otherwise permitted by applicable law.

7.17 Service of Process. The Borrower hereby consents to process being served in any suit, action or proceeding instituted in the Commonwealth of Virginia or the State of Maryland in connection with the Loan by (i) the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to the Borrower at the address set forth in the Notices section of this Agreement and (ii) serving a copy thereof upon the Borrower’s registered agent for service of process. The undersigned irrevocably agrees that such service shall be deemed to be service of process upon the undersigned in any such suit, action or proceeding. Nothing in this Agreement shall affect the right of the Lender otherwise to bring proceedings against the undersigned in the courts of any jurisdiction or jurisdictions.

7.18 Exhibits. All exhibits referred to herein as attached hereto are incorporated in full by reference as though fully set forth in this Agreement. The Exhibits are:


Exhibit A:		Legal Description of the Property and the Townhouse Parcel
Exhibit B:		Form of Apartment Parcel Deed of Trust
Exhibit C:		Carve Out Obligations

[SIGNATURES ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the Borrower and the Lender have caused this Agreement to be executed in their respective names by duly authorized representatives as of the day and year first above written. The Guarantor joins herein to consent and agree to the terms, conditions, provisions and covenants of those sections of this Agreement that address a covenant or obligation of the Guarantor.


WITNESS:	BORROWER:

	COMSTOCK REDLAND ROAD, L.C., a Virginia limited liability company

	By:	Comstock Holding Companies, Inc., a Delaware corporation, its Manager

		By:
			Christopher D. Clemente
			Chief Executive Officer

[SEAL]

COMMONWEALTH OF VIRGINIA

COUNTY OF , ss:

I, , a Notary Public in and for the aforesaid jurisdiction, do hereby certify that Christopher D. Clemente personally appeared before me in said jurisdiction and acknowledged that he is the Chief Executive Officer of Comstock Holding Companies, Inc., which is the Manager of Comstock Redland Road, L.C., a Virginia limited liability company, party to the foregoing instrument, and that the same is his act and deed and the act and deed of said Comstock Redland Road, L.C.

IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this day of , 2013.



		Notary Public

[SEAL]		My Commission expires: .

		Notary Registration No. .


	GUARANTOR:

Witness:

	COMSTOCK HOLDING COMPANIES, INC., a Delaware corporation


Print Name:

	By:
		Christopher D. Clemente
		Chief Executive Officer

COMMONWEALTH OF VIRGINIA

COUNTY OF , ss:

I, , a Notary Public in and for the aforesaid jurisdiction, do hereby certify that Christopher D. Clemente personally appeared before me in said jurisdiction and acknowledged that he is the Chief Executive Officer of Comstock Holding Companies, Inc., a Delaware corporation, party to the foregoing instrument, and that the same is his act and deed and the act and deed of said Comstock Holding Companies, Inc..

IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this day of , 2013.



		Notary Public

[SEAL]		My Commission expires: .

		Notary Registration No. .

GUARANTOR:

Christopher Clemente

COMMONWEALTH OF VIRGINIA

COUNTY OF , ss:

IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this day of , 2013.



		Notary Public

[SEAL]		My Commission expires: .

		Notary Registration No. .


PLEDGOR:

COMSTOCK INVESTORS VII, L.C., a Virginia limited liability company

By:	Comstock Holding Companies, Inc., a Delaware corporation, its Manager

	By:
		Christopher D. Clemente
		Chief Executive Officer

[SEAL]

COMMONWEALTH OF VIRGINIA

COUNTY OF , ss:

I, , a Notary Public in and for the aforesaid jurisdiction, do hereby certify that Christopher D. Clemente personally appeared before me in said jurisdiction and acknowledged that he is the Chief Executive Officer of Comstock Holding Companies, Inc., which is the Manager of Comstock Investors VII, L.C., a Virginia limited liability company, party to the foregoing instrument, and that the same is his act and deed and the act and deed of said Comstock Investors VII, L.C.

IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this day of , 2013.



		Notary Public

[SEAL]		My Commission expires: .

		Notary Registration No. .


LENDER:
Witness:

	EAGLE COMMERCIAL VENTURES, LLC


Print Name:

	By:
		Laurence E. Bensignor
		President

[SEAL]

COMMONWEALTH OF VIRGINIA

COUNTY OF , ss:

I, , a Notary Public in and for the aforesaid jurisdiction, do hereby certify that Laurence E. Bensignor personally appeared before me in said jurisdiction and acknowledged that he is President of Eagle Commercial Ventures, LLC; that he has been duly authorized to execute and deliver the foregoing instrument for the purposes therein contained and that the same is his act and deed; that the seal affixed to said instrument is such corporate seal and that it was so affixed by order of the Board of Directors of said Bank; and that he signed his name thereon by like order.

IN WITNESS WHEREOF, I have set my hand and Notarial Seal, this day of , 2013.



		Notary Public

[SEAL]		My Commission expires: .

		Notary Registration No. .

EXHIBIT A

Legal Description of the Property and the Townhouse Parcel

Parcel P-146 in Montgomery County, Maryland, being that tract of land comprising 4.24307 acres, more or less, said tract of land being bisected by Yellowstone Way.

Tax ID No. 04-001-00776834.

For metes and bounds description, see Exhibit “A” to Commitment for Title Insurance issued by Stewart Title Guaranty Company on February 13, 2013, File No. 01242 – 1549a.

EXHIBIT B

FORM OF APARTMENT PARCEL DEED OF TRUST

[ATTACHED]

EXHIBIT C

CARVE OUT OBLIGATIONS

The Guarantor shall also guaranty the full and timely payment of any and all actual loss, damage, cost, expense, liability, claim or other obligation incurred by the Lender (including reasonable attorneys’ fees and out-of-pocket costs actually incurred) arising out of or in connection with any one or more of the following (the “Carve Out Obligations”):

(i) Fraud, material misrepresentation or willful misconduct by Borrower or Guarantor or any of their respective members, managers, officers, principals, or any other person properly authorized to make statements or representations, or act, on behalf of Borrower or Guarantor in connection with the Loan or the Property;

(ii) physical waste committed on the Property; damage to the Property as a result of the intentional misconduct, recklessness or gross negligence of Borrower or Guarantor, or any agent or employee of any such persons; or the removal of any portion of the Property by or at the direction of Borrower or Guarantor or any direct or indirect member or manager thereof, in violation of the terms of the Loan Documents (as defined in the Loan Agreement) following a default under the Loan which is not cured within any applicable grace or cure period (an “Event of Default”);

(iii) subject to any right to contest or bond off such matters, as provided in the Deed of Trust or Loan Agreement, failure to pay any valid taxes, assessments, mechanics’ liens, materialmen’s liens or other liens which could create liens on any portion of the Property which would be superior to the lien or security title of the Deed of Trust or the other Loan Documents, to the full extent of the amount claimed by any such lien claimant;

(iv) the breach of any representation, warranty or covenant in, and any liability under any provision in, that certain Environmental Indemnity Agreement of even date herewith given by Borrower and Guarantor to Lender or the breach of any representation, warranty or covenant relating solely to, and any liability under any provision concerning, environmental laws, hazardous substances or asbestos in the Deed of Trust;

(v) the misapplication or conversion of (A) any insurance proceeds paid to Borrower by reason of any loss, damage or destruction to the Property, (B) any awards or other amounts received by Borrower in connection with the condemnation of all or a portion of the Property, or (C) any rents from the Property following an Event of Default or collected in advance; and

(vi) failure to maintain any insurance policies required under the Loan Documents, or timely to pay or provide the amount of any insurance deductible, to the extent of the applicable deductible, following a casualty or other insured event.