ex105910note586milloceanside.htm


    EX-10.59.10

      


      MULTIFAMILY
NOTE

      


      
        	
                US
      $5,586,000.00

              	
                April
      30, 2008

              


      

      


      


      FOR VALUE
RECEIVED, the
undersigned ("Borrower")
jointly and severally (if more than one) promises to pay to the order of KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, the principal sum of
Five Million Five Hundred Eighty-Six Thousand and No/100 Dollars
(US $5,586,000.00), with interest accruing at the Interest Rate on the
unpaid principal balance from the Disbursement Date until fully
paid.

      


      1.           Defined Terms.  In
addition to defined terms found elsewhere in this Note, as used in this Note,
the following definitions shall apply:

      


      
        	
                 
      

              	
                Amortization
      Period:  360
months.

              


      

      


      Business Day:  Any day other than a
Saturday, Sunday or any other day on which Lender is not open for
business.

      


      Debt Service
Amounts:  Amounts payable under this Note, the Security
Instrument or any other Loan Document.

      


      Disbursement
Date:  The date of disbursement of Loan proceeds
hereunder.

      


      Default Rate:  A
rate equal to the lesser of 4 percentage points above the Interest Rate or the
maximum interest rate which may be collected from Borrower under applicable
law.

      


      First Interest Only Payment
Date:  The
first day of June, 2008.

      


      First Principal and Interest Payment
Date:  The
first day of June, 2011.

      


      Indebtedness: The principal of,
interest on, or any other amounts due at any time under, this Note, the Security
Instrument or any other Loan Document, including prepayment premiums, late
charges, default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security Instrument.

      


      
        	
                 
      

              	
                Interest Only
      Term:  36 months.

              


      

      


      
        	
                 
      

              	
                Interest
      Rate:  The annual rate of six and twenty-nine hundredths
      percent (6.29%).

              


      

      


      
        	
                 
      

              	
                Last Interest Only Payment
      Date:  The first day of May,
  2011.

              


      

      


      Lender: The holder of this
Note.


      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                    	
                       

                    	
                       

                    


            

             

            


            


          

           


        

        
          Page -
1

          
            

          

        

        
           


        

      


      


      Loan: The loan evidenced by
this Note.

      


      Loan Term:  120
months.

      


      Maturity Date:  The first day of May,
2018, or any earlier date on which the unpaid principal balance of this Note
becomes due and payable by acceleration or otherwise.

      


      Property
Jurisdiction:  The jurisdiction in which the Land is
located.

      


      Security
Instrument:  A Multifamily Deed of Trust, Assignment of Rents,
Security Agreement and Fixture Filing (California) dated as of the date of this
Note.

      


      
        	
                 
      

              	
                Yield Maintenance Period
      Term:  114 months.

              


      

      


      Yield Maintenance Period End
Date:  The last day of October, 2017.

      


      Event of
Default, Key Principal and other capitalized terms used but not defined in this
Note shall have the meanings given to such terms in the Security
Instrument.

      


      2.           Address for
Payment.  All payments due under this Note shall be payable at
127 Public Square, Cleveland, Ohio 44114, or such other place as may be
designated by written notice to Borrower from or on behalf of
Lender.

      


      3.           Payment of Principal and
Interest.  Principal and interest shall be paid as
follows:

      


      (a)           Short Month
Interest.  If disbursement of principal is made by Lender to
Borrower on any day other than the first day of the month, interest for the
period beginning on the Disbursement Date and ending on and including the last
day of the month in which such disbursement is made shall be payable
simultaneously with the execution of this Note.

      


      
        	
                (b)

              	
                Interest
      Computation.  Interest under this Note shall be computed
      on the basis of (check one only):

              


      

      


      30/360.  A 360-day
year consisting of twelve 30-day months.

      


      
        	
                 
      

              	 x	
                Actual/360.  A
      360-day year.  The amount of each monthly payment made by
      Borrower pursuant to Paragraph 3(c) below that is allocated to interest
      will be based on the actual number of calendar days during such month and
      shall be calculated by multiplying the unpaid principal balance of this
      Note by the per annum Interest Rate, dividing the product by 360 and
      multiplying the quotient by the actual number of days elapsed during the
      month.  Borrower understands that the amount allocated to
      interest for each month will vary depending on the actual number of
      calendar days during such
month.

              


      


      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                       

                    	
                       

                    


            

             

            


            


          

           


        

        
          Page -
2

          
            

          

        

        
           


        

      


      


      
        	
                (c)  

              	
                Monthly
      Installments:

              


      

      


      (1)           Interest Only
Period.  Commencing on the First Interest Only Payment Date and
on the first day of every month until and including the Last Interest Only
Payment Date, consecutive monthly installments of interest only shall be payable
and in an amount equal to one of the following (check one only):

      


      
        	
                 
      

              	
                30/360.  [Select only if 30/360 is
      selected in Paragraph 3(b) above.]  If interest accrues
      based on a 30/360 interest computation, then consecutive monthly
      installments of interest only, each in the amount of
      ___________________________________________________________________________
      Dollars (US
$__________________________).

              


      

      


      
        	
                 
      

              	 x	
                Actual/360.   If interest
      accrues based on an Actual/360 interest computation, the amount of Thirty
      Thousand Two Hundred Fifty Five and 95/100 Dollars (US $30,255.95) shall
      be payable on the First Interest Only Payment Date and thereafter
      consecutive monthly installments of interest only, shall be payable as
      follows:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Twenty
      Seven Thousand Three Hundred Twenty Seven and 95/100 Dollars (US
      $27,327.95), shall be payable on the first day of each month during the
      term hereof which follows a 28-day
month;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Twenty
      Eight Thousand Three Hundred Three and 95/100 Dollars (US $28,303.95),
      shall be payable on the first day of each month during the term hereof
      which follows a 29-day month,

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Twenty
      Nine Thousand Two Hundred Seventy Nine and 95/100 Dollars (US $29,279.95),
      shall be payable on the first day of each month during the term hereof
      which follows a 30-day month, or

              


      

      


      
        	
                 
      

              	
                (4)

              	
                Thirty
      Thousand Two Hundred Fifty Five and 95/100 Dollars (US $30,255.95), shall
      be payable on the first day of each month during the term hereof which
      follows a 31-day month,

              


      

      


      
        	
                (2)

              	
                Amortizing
      Period.  Commencing on the First Principal and Interest
      Payment Date and on the first day of every month thereafter, consecutive
      monthly installments of principal and interest, each in the amount of
      Thirty Four Thousand Five Hundred Thirty Nine and 42/100 Dollars (US
      $34,539.42), until the entire unpaid principal balance evidenced by this
      Note is fully paid.

              


      

      



      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                       

                    	
                       

                    


            

             

             

            


          

           


        

        
          Page -
3

          
            

          

        

        
           


        

      


      Any
remaining principal and interest shall be due and payable on the Maturity
Date.  The unpaid principal balance shall continue to bear interest
after the Maturity Date at the Default Rate set forth in this Note until and
including the date on which it is paid in full.

      


      (d)           Payments Before Due
Date.  Any regularly scheduled monthly installment of interest
only (during the interest-only period set forth in paragraph 3(c) above) or
principal and interest (during the period in which principal and interest is due
also as set forth in paragraph 3(c) above) that is received by Lender before the
date it is due shall be deemed to have been received on the due date solely for
the purpose of calculating interest due.

      


      (e)           Accrued
Interest.  Any accrued interest remaining past due for 30 days
or more shall be added to and become part of the unpaid principal balance and
shall bear interest at the rate or rates specified in this Note.  Any
reference herein to "accrued interest" shall refer to accrued interest which has
not become part of the unpaid principal balance.  Any amount added to
principal pursuant to the Loan Documents shall bear interest at the applicable
rate or rates specified in this Note and shall be payable with such interest
upon demand by Lender and absent such demand, as provided in this Note for the
payment of principal and interest.

      


      4.           Application of
Payments.  If at any time Lender receives, from Borrower or
otherwise, any amount applicable to the Indebtedness which is less than all
amounts due and payable at such time, Lender may apply that payment to amounts
then due and payable in any manner and in any order determined by Lender, in
Lender's discretion.  Borrower agrees that neither Lender's acceptance
of a payment from Borrower in an amount that is less than all amounts then due
and payable nor Lender's application of such payment shall constitute or be
deemed to constitute either a waiver of the unpaid amounts or an accord and
satisfaction.  If Lender accepts a guaranty of only a portion of the
Indebtedness, Borrower hereby waives its right under California Civil Code
Section 2822(a) to designate the portion of the Indebtedness which shall be
satisfied by any guarantor's partial payment.

      


      5.           Security.  The
Indebtedness is secured, among other things, by the Security Instrument, and
reference is made to the Security Instrument for other rights of Lender
concerning the collateral for the Indebtedness.

      


      6.           Acceleration.  If an
Event of Default has occurred and is continuing, the entire unpaid principal
balance, any accrued interest, the prepayment premium payable under Paragraph
10, if any, and all other amounts payable under this Note and any other Loan
Document shall at once become due and payable, at the option of Lender, without
any prior notice to Borrower.  Lender may exercise this option to
accelerate regardless of any prior forbearance.

      


      7.           Late Charge.  If any
monthly installment due hereunder is not received by Lender on or before the
10th day of each month or if any other amount payable under this Note or under
the Security Instrument or any other Loan Document is not received by Lender
within 10 days after the date such amount is due, counting from and including
the date such amount is due, Borrower shall pay to Lender, immediately and
without demand by Lender, a late charge equal to 5 percent of such monthly
installment or other amount due.  Borrower acknowledges that its
failure to make timely payments will cause Lender


      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                       

                    	
                       

                    


            

             

            


            


          

           


        

        
          Page -
4

          
            

          

        

        
           


        

      


      to incur
additional expenses in servicing and processing the Loan and that it is
extremely difficult and impractical to determine those additional
expenses.  Borrower agrees that the late charge payable pursuant to
this Paragraph represents a fair and reasonable estimate, taking into account
all circumstances existing on the date of this Note, of the additional expenses
Lender will incur by reason of such late payment.  The late charge is
payable in addition to, and not in lieu of, any interest payable at the Default
Rate pursuant to Paragraph 8.

      


      8.           Default Rate.  So
long as any monthly installment or any other payment due under this Note remains
past due for 30 days or more, interest under this Note shall accrue on the
unpaid principal balance from the earlier of the due date of the first unpaid
monthly installment or other payment due, as applicable, at the Default
Rate.  If the unpaid principal balance and all accrued interest are
not paid in full on the Maturity Date, the unpaid principal balance and all
accrued interest shall bear interest from the Maturity Date at the Default
Rate.  Borrower also acknowledges that its failure to make timely
payments will cause Lender to incur additional expenses in servicing and
processing the Loan, that, during the time that any monthly installment or
payment under this Note is delinquent for more than 30 days, Lender will incur
additional costs and expenses arising from its loss of the use of the money due
and from the adverse impact on Lender's ability to meet its other obligations
and to take advantage of other investment opportunities, and that it is
extremely difficult and impractical to determine those additional costs and
expenses.  Borrower also acknowledges that, during the time that any
monthly installment or other payment due under this Note is delinquent for more
than 30 days, Lender's risk of nonpayment of this Note will be materially
increased and Lender is entitled to be compensated for such increased
risk.  Borrower agrees that the increase in the rate of interest
payable under this Note to the Default Rate represents a fair and reasonable
estimate, taking into account all circumstances existing on the date of this
Note, of the additional costs and expenses Lender will incur by reason of the
Borrower's delinquent payment and the additional compensation Lender is entitled
to receive for the increased risks of nonpayment associated with a delinquent
loan.

      


      9.           Limits on Personal
Liability.

      


      (a)           Except
as otherwise provided in this Paragraph 9, Borrower shall have no personal
liability under this Note, the Security Instrument or any other Loan Document
for the repayment of the Indebtedness or for the performance of any other
obligations of Borrower under the Loan Documents, and Lender's only recourse for
the satisfaction of the Indebtedness and the performance of such obligations
shall be Lender's exercise of its rights and remedies with respect to the
Mortgaged Property (as such term is defined in the Security Instrument) and any
other collateral held by Lender as security for the Indebtedness. This
limitation on Borrower's liability shall not limit or impair Lender's
enforcement of its rights against any guarantor of the Indebtedness or any
guarantor of any obligations of Borrower.

      


      (b)           Borrower
shall be personally liable to Lender for the repayment of a portion of the
Indebtedness equal to any loss or damage suffered by Lender as a result
of:

      



      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                    	
                       

                    


            

             

            


            


          

           


        

        
          Page -
5

          
            

          

        

        
           


        

      


      (1)           failure
of Borrower to pay to Lender upon demand after an Event of Default, all Rents to
which Lender is entitled under Section 3(a) of the Security Instrument and the
amount of all security deposits collected by Borrower from tenants then in
residence;

      


      (2)           failure
of Borrower to apply all insurance proceeds and condemnation proceeds as
required by the Security Instrument;

      


      (3)           failure
of Borrower to comply with Section 14(d) or (e) of the Security Instrument
relating to the delivery of books and records, statements, schedules and
reports;

      


      (4)           fraud
or written material misrepresentation by Borrower, Key Principal or any officer,
director, partner, member or employee of Borrower in connection with the
application for or creation of the Indebtedness or any request for any action or
consent by Lender; or

      


      (5)           failure
to apply Rents, first, to the payment of reasonable operating expenses (other
than Property management fees that are not currently payable pursuant to the
terms of an Assignment of Management Agreement or any other agreement with
Lender executed in connection with the Loan) and then to Debt Service Amounts,
except that Borrower will not be personally liable (i) to the extent that
Borrower lacks the legal right to direct the disbursement of such sums because
of a bankruptcy, receivership or similar judicial proceeding, or (ii) with
respect to Rents that are distributed in any calendar year if Borrower has paid
all operating expenses and Debt Service Amounts for that calendar
year.

      


      (c)           Borrower
shall become personally liable to Lender for the repayment of all of the
Indebtedness upon the occurrence of any of the following Events of
Default:

      


      (1)           Borrower's
acquisition of any property or operation of any business not permitted by
Section 33 of the Security Instrument; or

      


      (2)           a
Transfer that is an Event of Default under Section 21 of the Security
Instrument.

      


      (d)           To
the extent that Borrower has personal liability under this Paragraph 9, Lender
may exercise its rights against Borrower personally without regard to whether
Lender has exercised any rights against the Mortgaged Property or any other
security, or pursued any rights against any guarantor, or pursued any other
rights available to Lender under this Note, the Security Instrument, any other
Loan Document or applicable law. If Borrower is a married person, then Borrower
agrees that Lender may look to all of Borrower’s community property and separate
property to satisfy Borrower’s recourse obligations under this Paragraph
9.  For purposes of this Paragraph 9, the term "Mortgaged Property"
shall not include any funds that (1) have been applied by Borrower as required
or permitted by the Security Instrument prior to the occurrence of an Event of
Default, or (2) Borrower was unable to apply as required or permitted by the
Security Instrument because of a bankruptcy, receivership, or similar judicial
proceeding.

      



      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                    	
                       

                    


            

             

            


            


          

           


        

        
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6

          
            

          

        

        
           


        

      


      10.           Voluntary
and Involuntary Prepayments.

      


      (a)           A
prepayment premium shall be payable in connection with any prepayment made under
this Note as provided below:

      


      
        	
                (1)

              	
                Borrower
      may voluntarily prepay all (but not less than all) of the unpaid principal
      balance of this Note only on the last calendar day of a calendar month
      (the "Last Day of the Month") and only if Borrower has complied with all
      of the following:

              


      

      


      
        	
                (i)  

              	
                Borrower
      must give Lender at least 30 days (if given via U.S. Postal Service) or 20
      days (if given via facsimile, email or overnight courier), but not more
      than 60 days, prior written notice of Borrower's intention to make a
      prepayment (the "Prepayment Notice").  The Prepayment Notice
      shall be given in writing (via facsimile, email, U.S. Postal Service or
      overnight courier) and addressed to Lender.  The Prepayment
      Notice shall include, at a minimum, the Business Day upon which Borrower
      intends to make the prepayment (the "Intended Prepayment
      Date").

              


      

      


      
        	
                (ii)  

              	
                Borrower
      acknowledges that the Lender is not required to accept any voluntary
      prepayment of this Note on any day other than the Last Day of the Month
      even if Borrower has given a Prepayment Notice with an Intended Prepayment
      Date other than the Last Day of the Month or if the Last Day of the Month
      is not a Business Day.  Therefore, even if Lender accepts a
      voluntary prepayment on any day other than the Last Day of the Month, for
      all purposes (including the accrual of interest and the calculation of the
      prepayment premium), any prepayment received by Lender on any day other
      than the Last Day of the Month shall be deemed to have been received by
      Lender on the Last Day of the Month and any prepayment calculation will
      include interest to and including the Last Day of the Month in which such
      prepayment occurs.  If the Last Day of the Month is not a
      Business Day, then the Borrower must make the payment on the Business Day
      immediately preceding the Last Day of the
Month.

              


      

      


      
        	
                (iii)  

              	
                Any
      prepayment shall be made by paying (A) the amount of principal being
      prepaid, (B) all accrued interest (calculated to the Last Day of the
      Month), (C) all other sums due Lender at the time of such prepayment, and
      (D) the prepayment premium calculated pursuant to
      Schedule A.

              


      

      


      
        	
                (iv)  

              	
                If,
      for any reason, Borrower fails to prepay this Note (A) within five (5)
      Business Days after the Intended Prepayment Date or (B) if the prepayment
      occurs in a month other than the month stated in the original Prepayment
      Notice, then Lender shall have the right, but not the obligation, to
      recalculate the prepayment premium based upon the
  date

              


      


      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                    	
                       

                    


            

             

            


            


          

           


        

        
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7

          
            

          

        

        
           


        

      


      that
Borrower actually prepays this Note and to make such calculation as described in
Schedule A attached hereto.  For purposes of such recalculation, such
new prepayment date shall be deemed the "Intended Prepayment Date."

      


      (2)           Upon
Lender's exercise of any right of acceleration under this Note, Borrower shall
pay to Lender, in addition to the entire unpaid principal balance of this Note
outstanding at the time of the acceleration, (i) all accrued interest and all
other sums due Lender under this Note and the other Loan Documents, and
(ii) the prepayment premium calculated pursuant to Schedule A.

      


      (3)           Any
application by Lender of any collateral or other security to the repayment of
any portion of the unpaid principal balance of this Note prior to the Maturity
Date and in the absence of acceleration shall be deemed to be a partial
prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

      


      (b)           Notwithstanding
the provisions of Paragraph 10(a), no prepayment premium shall be payable (1)
with respect to any prepayment occurring as a result of the application of any
insurance proceeds or condemnation award under the Security Instrument, or (2)
as provided in subparagraph (c) of Schedule A.

      


      (c)           Schedule
A is hereby incorporated by reference into this Note.

      


      (d)           Any
required prepayment of less than the entire unpaid principal balance of this
Note shall not extend or postpone the due date of any subsequent monthly
installments or change the amount of such installments, unless Lender agrees
otherwise in writing.

      


      (e)           Borrower
recognizes that any prepayment of the unpaid principal balance of this Note,
whether voluntary or involuntary or resulting from a default by Borrower, will
result in Lender's incurring loss, including reinvestment loss, additional
expense and frustration or impairment of Lender's ability to meet its
commitments to third parties.  Borrower agrees to pay to Lender upon
demand damages for the detriment caused by any prepayment, and agrees that it is
extremely difficult and impractical to ascertain the extent of such
damages.  Borrower therefore acknowledges and agrees that the formula
for calculating prepayment premiums set forth on Schedule A represents a
reasonable estimate of the damages Lender will incur because of a
prepayment.

      


      (f)           Borrower
further acknowledges that the prepayment premium provisions of this Note are a
material part of the consideration for the loan evidenced by this Note, and
acknowledges that the terms of this Note are in other respects more favorable to
Borrower as a result of the Borrower's voluntary agreement to the prepayment
premium provisions.

      


      11.           Costs and
Expenses.  Borrower shall pay on demand all expenses and costs,
including fees and out-of-pocket expenses of attorneys and expert witnesses and
costs of investigation, incurred by Lender as a result of any default under this
Note or in connection with efforts to collect any amount due


      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                    	
                       

                    


            

             

            


            


          

           


        

        
          Page -
8

          
            

          

        

        
           


        

      


      under
this Note, or to enforce the provisions of any of the other Loan Documents,
including those incurred in post-judgment collection efforts and in any
bankruptcy proceeding (including any action for relief from the automatic stay
of any bankruptcy proceeding) or judicial or non-judicial foreclosure
proceeding.

      


      12.           Forbearance.  Any
forbearance by Lender in exercising any right or remedy under this Note, the
Security Instrument, or any other Loan Document or otherwise afforded by
applicable law, shall not be a waiver of or preclude the exercise of that or any
other right or remedy.  The acceptance by Lender of any payment after
the due date of such payment, or in an amount which is less than the required
payment, shall not be a waiver of Lender's right to require prompt payment when
due of all other payments or to exercise any right or remedy with respect to any
failure to make prompt payment.  Enforcement by Lender of any security
for Borrower's obligations under this Note shall not constitute an election by
Lender of remedies so as to preclude the exercise of any other right or remedy
available to Lender.

      


      13.           Waivers.  Presentment,
demand, notice of dishonor, protest, notice of acceleration, notice of intent to
demand or accelerate payment or maturity, presentment for payment, notice of
nonpayment, grace, and diligence in collecting the Indebtedness are waived by
Borrower, Key Principal, and all endorsers and guarantors of this Note and all
other third party obligors.

      


      14.           Loan
Charges.  Borrower agrees to pay an effective rate of interest
equal to the sum of the Interest Rate provided for in this Note and any
additional rate of interest resulting from any other charges of interest or in
the nature of interest paid or to be paid in connection with the loan evidenced
by this Note and any other fees or amounts to be paid by Borrower pursuant to
any of the other Loan Documents.  Neither this Note nor any of the
other Loan Documents shall be construed to create a contract for the use,
forbearance or detention of money requiring payment of interest at a rate
greater than the maximum interest rate permitted to be charged under applicable
law.  If any applicable law limiting the amount of interest or other
charges permitted to be collected from Borrower in connection with the
Loan  is interpreted so that any interest or other charge provided for
in any Loan Document, whether considered separately or together with other
charges provided for in any other Loan Document, violates that law, and Borrower
is entitled to the benefit of that law, that interest or charge is hereby
reduced to the extent necessary to eliminate that violation.  The
amounts, if any, previously paid to Lender in excess of the permitted amounts
shall be applied by Lender to reduce the unpaid principal balance of this
Note.  For the purpose of determining whether any applicable law
limiting the amount of interest or other charges permitted to be collected from
Borrower has been violated, all Indebtedness that constitutes interest, as well
as all other charges made in connection with the Indebtedness that constitute
interest, shall be deemed to be allocated and spread ratably over the stated
term of the Note.  Unless otherwise required by applicable law, such
allocation and spreading shall be effected in such a manner that the rate of
interest so computed is uniform throughout the stated term of the
Note.

      


      15.           Commercial
Purpose.  Borrower represents that the Indebtedness is being
incurred by Borrower solely for the purpose of carrying on a business or
commercial enterprise, and not for personal, family or household
purposes.

      



      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
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      16.           Counting of
Days.  Except where otherwise specifically provided, any
reference in this Note to a period of "days" means calendar days, not Business
Days.

      


      17.           Governing Law.  This
Note shall be governed by the law of the jurisdiction in which the Land is
located.

      


      18.           Captions.  The
captions of the paragraphs of this Note are for convenience only and shall be
disregarded in construing this Note.

      


      19.           Notices.  All
notices, demands and other communications required or permitted to be given by
Lender to Borrower pursuant to this Note shall be given in accordance with
Section 31 of the Security Instrument.

      


      20.           Consent to Jurisdiction and
Venue.   Borrower and Key Principal each agrees that any
controversy arising under or in relation to this Note shall be litigated
exclusively in the Property Jurisdiction.  The state and federal
courts and authorities with jurisdiction in the Property Jurisdiction shall have
exclusive jurisdiction over all controversies which shall arise under or in
relation to this Note.  Borrower and Key Principal each irrevocably
consents to service, jurisdiction, and venue of such courts for any such
litigation and waives any other venue to which it might be entitled by virtue of
domicile, habitual residence or otherwise.

      


      21.           WAIVER
OF TRIAL BY JURY.  BORROWER, KEY PRINCIPAL AND LENDER EACH (A) AGREES
NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE
OR THE RELATIONSHIP BETWEEN THE PARTIES, AS LENDER, KEY PRINCIPAL AND BORROWER,
THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY
WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN
THE FUTURE.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN
BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL
COUNSEL.

      


      


      


      ATTACHED
SCHEDULES.  The following Schedules are attached to this
Note:

      


      
        	
                 
      

              	
                  Schedule
      A

              	
                Prepayment
      Premium (required)

              


      

      


      
        	
                 
      

              	 	
                  Schedule
      B

              	
                Modifications
      to Multifamily Note (Seniors
Housing)

              


      

      


      



      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
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      IN WITNESS WHEREOF, Borrower
has signed and delivered this Note or has caused this Note to be signed and
delivered by its duly authorized representative.

      


      
        	 
      	
                BORROWER

              
	 
      	 
      
	 
      	
                EMERIKEYT
      SPRINGS AT OCEANSIDE INC., a California corporation

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:/s/ Eric
      Mendelsohn                                                                

              
	 
      	
                Name:   Eric
      Mendelsohn

              
	 
      	
                Title:     Senior
      Vice President Corporate Development

              
	 
      	 
      
	 
      	 
      
	 
      	
                Borrower's
      Social Security/Employer ID Number

              


      

      


      
        	
                Fannie
      Mae Commitment Number:

              	
                854910                      

              


      


      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                       

                    	
                       

                    


            

             

            


            


          

           


        

        
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      PAY TO
THE ORDER OF FANNIE MAE

      WITHOUT
RECOURSE.

      


      KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation

      


      


      


      By:/s/ Robin M.
Mullenix                                                      

      Name:                      Robin
M. Mullenix

      Title:                      Vice
President

      


      Date:                      April
30, 2008

      



      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                    	
                       

                    


            

             

            


            


          

           


        

        
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      SCHEDULE
A

      


      PREPAYMENT
PREMIUM

      


      Any
prepayment premium payable under Paragraph 10 of this Note shall be computed as
follows:

      


      
        	
                 
      

              	
                (a)

              	
                If
      the prepayment is made at any time after the date of this Note and before
      the Yield Maintenance Period End Date, the prepayment premium shall be the
      greater of:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                1%
      of the amount of principal being prepaid;
or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      product obtained by multiplying:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                the
      amount of principal being prepaid,

              


      

      


      
        	
                 
      

              	
                by

              


      

      


      
        	
                 
      

              	
                (B)

              	
                the
      difference obtained by subtracting from the Interest Rate on this Note the
      yield rate (the "Yield
      Rate") on the 3.50% U.S. Treasury Security due February, 2018 (the
      "Specified U.S. Treasury
      Security"), on the twenty-fifth Business Day preceding (x) the
      Intended Prepayment Date, or (y) the date Lender accelerates the Loan or
      otherwise accepts a prepayment pursuant to Paragraph 10(a)(3) of this
      Note, as the Yield Rate is reported in The Wall Street
      Journal,

              


      

      


      
        	
                 
      

              	
                by

              


      

      


      
        	
                 
      

              	
                (C)

              	
                the
      present value factor calculated using the following
    formula:

              


      

      


      1 - (1 + r)-n/12

      r

      


      [r
=           Yield
Rate

       n
=           the number of
months remaining between (1) either of the following: (x) in the case
of a voluntary prepayment, the last calendar day of the calendar month during
which the prepayment is made, or (y) in any other case, the date on which
Lender accelerates the unpaid principal balance of this Note and (2) the
Yield Maintenance Period End Date]

      


      In the
event that no Yield Rate is published for the Specified U.S. Treasury Security,
then the nearest equivalent non-callable U.S. Treasury Security having a
maturity date closest to the Yield


      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                       

                    	
                       

                    


            

             

            


            


          

           


        

        
          Page A -
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      Maintenance
Period End Date of this Note shall be selected at Lender's
discretion.  If the publication of such Yield Rates in The Wall Street Journal is
discontinued, Lender shall determine such Yield Rates from another source
selected by Lender.

      


      
        	
                 
      

              	
                (b)

              	
                If
      the prepayment is made on or after the Yield Maintenance Period End Date
      but before the last calendar day of the 4th month prior to the month in
      which the Maturity Date occurs, the prepayment premium shall be 1% of the
      amount of principal being prepaid.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Notwithstanding
      the provisions of Paragraph 10(a) of this Note, no prepayment premium
      shall be payable with respect to any prepayment made on or after the last
      calendar day of the 4th month prior to the month in which the Maturity
      Date occurs.

              


      

      


      


      


      BORROWER’S
INITIALS:                                                                /s/ EM

      



      
        
          
            


            
              	
                      Multifamily
      Partial Interest Only Fixed Rate

                      Note
      – California

                    	
                      Form
      4105-PIO

                    	
                       

                    
	
                      Fannie
      Mae

                       

                    	
                       

                    	
                       

                    


            

             

            


            


          

           


        

        
          Page A -
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      SCHEDULE
B

      


      MODIFICATIONS
TO NOTE

      (Seniors Housing)

      


      


      The following modifications are made to
the text of the Note that precedes this Schedule:

      


      
        	
                1.  

              	
                Section
      9(b)(3) of the Note is hereby amended to read as
  follows:

              


      

      


      "Failure
of Borrower to comply with Sections 14(d), 14(e), or 14(g) of the Instrument
relating to the delivery of books and records, statements, schedules, and
reports."

      


      
        	
                2.  

              	
                Section
      9(b) of the Note is hereby amended to delete the word "or" immediately
      preceding paragraph (5) thereof and to insert a semi-colon in lieu of the
      period and the word "or", and add the following paragraph (6) at the end
      thereof:

              


      

      


      "or (6)
Borrower's failure to cause the renewal, continuation, extension or maintenance
of all Licenses required to legally operate the Mortgaged Property as a Seniors
Housing Facility, as defined in the Instrument."

      


      3.           All
capitalized terms used in this Schedule not specifically defined herein shall
have the meanings set forth in the text of the Note that precedes this
Schedule.

      


      


      


      


      


      BORROWER'S INITIALS: __/s/
EM__


      
        
          
            


            
              	
                      Seniors
      Housing Modifications to Note

                    	
                      Form
      4186

                    	
                       

                    
	
                       

                    	
                    	
                       

                    


            

            


          

           


        

        
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