ex106603multifamilynotewegmn.htm


    


    
      

      

    

    AMENDED
      AND RESTATED

    MULTIFAMILY
      NOTE

    


    THIS
      AMENDED AND RESTATED MULTIFAMILY NOTE is made and entered into as of
      the 31st  day of August, 2007, by and between MERIWEG-SYRACUSE, LLC, a
      Delaware limited liability company (“Borrower”) and RED
      MORTGAGE CAPITAL, INC., an Ohio corporation
      (“Lender”).

    


    PRELIMINARY
      STATEMENTS

    


    A.           Lender
      is the holder of that certain Amended and Restated Promissory Note dated
      November 14, 1996, in the original principal amount of $10,470,000.00, from
      Wegman/Manors Number Two, LLC, a New York limited liability company
      (“Wegman”), as assigned to Lender pursuant to that certain
      Allonge to Note dated as of the date hereof from LaSalle Bank National
      Association, formerly known as LaSalle National Bank, as Trustee for the
      Registered Holders of RMF Commercial Mortgage Pass-Through Certificates Series
      1997-1, to Lender (the “Original Note”).

    


    B.           Borrower
      has agreed to assume Wegman’s obligations under the Original Note pursuant
      hereto.

    


    C.           Borrower
      has requested and Lender has agreed to make certain amendments to the Original
      Note.  The Original Note is being amended and restated in its entirety
      to reflect such amendments.

    


    D.           The
      Borrower hereby acknowledges and agrees that there remains outstanding on the
      Original Note the principal amount of $8,404,296.21.  The Borrower
      further acknowledges and agrees that on the date hereof, the Lender has advanced
      to the Borrower the additional principal amount of $5,811,703.79, which
      additional principal amount is evidenced by this Note and shall be due and
      payable in accordance with the terms and subject to the conditions
      hereof.  The outstanding principal amount of the Original Note and the
      additional amount advanced by the Lender to the Borrower on the date hereof
      is
      hereby consolidated so that there is now outstanding the total principal amount
      of $14,216,000 which principal amount, the Borrower hereby acknowledges and
      agrees, is evidenced by this Note and shall be due and payable in accordance
      with the terms and subject to the conditions hereof.

    


    NOW,
      THEREFORE, in consideration of the
      premises and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the Borrower and Lender agree that the
      Borrower hereby assumes all of Wegman’s obligations under the Original Note and
      such Original Note and all of Borrower’s obligations, representations and
      warranties


    
      
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    thereunder
      are hereby amended and restated in their entirety as follows (as amended and
      restated, the “Note”):

    


    MULTIFAMILY
      NOTE

    


    
      	
              US
                $14,216,000.00

            	
              August
                31, 2007

            


    

    


    FOR
      VALUE RECEIVED,
      the undersigned ("Borrower") jointly and severally (if more
      than one)  promises to pay to the order of RED MORTGAGE CAPITAL, INC.,
      an Ohio corporation, the principal sum of Fourteen Million Two Hundred Sixteen
      Thousand Dollars (US $14,216,000), 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
      October, 2007.

    


    First
      Principal and Interest Payment Date:  The first
      day of October, 2009.

    


    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:  24
                months.

            


    


    
      
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              Interest
                Rate:  The annual rate of six and 185/1000 percent
                (6.185%).

            


    

    


    
      	
               

            	
              Last
                Interest Only Payment Date:  The first day of
                September, 2009.

            


    

    


    Lender: The
      holder of this Note.

    


    Loan: The
      loan evidenced by this Note.

    


    Loan
      Term:  84 months.

    


    Maturity
      Date:  The first day of September, 2014, 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:  An Increased, Consolidated and Restated Mortgage
      and Security Agreement dated as of the date of this Note.

    


    
      	
               

            	
              Yield
                Maintenance Period Term:  78
                months.

            


    

    


    Yield
      Maintenance Period End Date:  The last day of February,
      2014.

    


    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 Two Miranova Place, 12th Floor,
      Columbus,
      Ohio 43215, 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):

            


    


    
      
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    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.

            


    

    


    
      	
              (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.  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 Seventy-Three Thousand Two Hundred Seventy-One Dollars and Sixty-Three
                Cents (US $73,271.63) shall be payable on the First Interest Only
                Payment
                Date and thereafter consecutive monthly installments of interest
                only,
                shall be payable as follows:

            


    

    


    
      	
               

            	
              (1)

            	
              Sixty-Eight
                Thousand Three Hundred Eighty-Six Dollars and Eighty-Six Cents (US
                $68,386.86), shall be payable on the first day of each month during
                the
                term hereof which follows a 28-day
                month;

            


    

    


    
      	
               

            	
              (2)

            	
              Seventy
                Thousand Eight Hundred Twenty-Nine Dollars and Twenty-Five Cents
                (US
                $70,829.25), shall be payable on the first day of each month during
                the
                term hereof which follows a 29-day
                month,

            


    


    
      
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              (3)

            	
              Seventy-Three
                Thousand Two Hundred Seventy-One Dollars and Sixty-Three Cents (US
                $73,271.63), shall be payable on the first day of each month during
                the
                term hereof which follows a 30-day month,
                or

            


    

    


    
      	
               

            	
              (4)

            	
              Seventy-Five
                Thousand Seven Hundred Fourteen Dollars and Two Cents (US $75,714.02),
                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
                Eighty-Six Thousand Nine Hundred Thirty Dollars and Twenty-Six Cents
                (US
                $86,930.26), until the entire unpaid principal balance evidenced
                by this
                Note is fully paid.

            


    

    


    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.


    
      
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    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 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


    
      
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    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:

    


    (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


    
      
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    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. 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.

    


    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

            


    


    
      
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              (ii)  

            	
              minimum,
                the Business Day upon which Borrower intends to make the prepayment
                (the
                "Intended Prepayment Date").

            


    

    


    
      	
              (iii)  

            	
              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.

            


    

    


    
      	
              (iv)  

            	
              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.

            


    

    


    
      	
              (v)  

            	
              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 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.


    
      
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    (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
      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.


    
      
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    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.


    
      
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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)

            


    


    
      
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          4100-PIO Mltifamily Interest Only Fixed Note Bellevue Manor

        
        

      

      
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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

            
	 	 
	 	
              MERIWEG-SYRACUSE,
                LLC,

            
	 	
              a
                Delaware limited liability company

            
	 	 
	 	 
	 	
            
	
              By:
                Emeritus Corporation,

                    a
                Washington corporation

                    By:
                _/s/ Eric Mendelsohn_______________

                          Eric
                Mendelsohn

                          Director
                of Real Estate and

                          Business
                Legal Affairs

            


    

    
      	
            


    
    
    
      	 


    
     
    Borrower's
      Social Security/Employer ID Number: 

    
    

    


    
      	
              Fannie
                Mae Commitment Number:  851888

            	 


    

    



    
      
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          4100-PIO Mltifamily Interest Only Fixed Note Bellevue Manor

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Red
      Mortgage Capital, Inc., holder of the Original Note, signs below to acknowledge
      its consent to the terms of this Amended and Restated Multifamily
      Note.

    


    


    RED
      MORTGAGE CAPITAL,
      INC.,

    an
      Ohio corporation

    


    


    By:__/s/
      R. Barth
      Kallmerten______________

          Name:  R.
      Barth Kallmerten

           Title:   Senior
      Managing Director

    


    


    


    Fannie
      Mae Commitment Number:  851888

    



    
      
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          4100-PIO Mltifamily Interest Only Fixed Note Bellevue Manor

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              PAY
                TO THE ORDER OF FANNIE MAE, without recourse

            
	 	 
	 	
              RED
                MORTGAGE CAPITAL, INC.,

              an
                Ohio corporation

            
	 	 
	 	 
	 	 
	 	
              By:      /s/      R.
                Barth Kallmerten

            
	 	
              Name:                      R.
                Barth Kallmerten

            
	 	
              Title:                      Senior
                Managing Director

            
	 	 


    

    


    
      	
              Fannie
                Mae Commitment Number:  851888

            	 


    

    



    
      
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          4100-PIO Mltifamily Interest Only Fixed Note Bellevue Manor

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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 4.75% U.S. Treasury
                Security due May, 2014 (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]


    
      
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        A
          - 1

        
          

        

      

      
        
        

      

    


    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 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.

            


    

    


    


    


    
      	
              __/s/
                EM_______

            
	
              Borrower
                Initials

            


    

    


    __/s/
      BK__________

    Lender
      Initials


    
      
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        A
          - 2

        
          

        

      

      
        
        

      

    


    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___

    


    LENDER’S
      INITIALS: ____/s/
      BK__


    
      
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          4100-PIO Mltifamily Interest Only Fixed Note Bellevue Manor

        
        

      

      
        B
          - 1