ex10_6714.htm


    
      

    

    Exhibit
      10.67.14

     

    
      Laurel
        Lakes Estates

       

      MULTIFAMILY
        NOTE

      


      
        	
                US
                  $6,975,000.00

              	
                As
                  of August 15, 2007

              


      

       

      FOR
        VALUE RECEIVED,
        the undersigned ("Borrower") jointly and severally (if more
        than one) promises to pay to the order of CAPMARK BANK, a Utah
        industrial bank, the principal sum of Six Million Nine Hundred Seventy-Five
        Thousand and 00/100 Dollars (US $6,975,000.00), 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
        October, 2007.

      


      First
        Principal and Interest Payment Date:  The first
        day of October, 2010.

      


      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 three hundred five
        thousandths percent (6.305%).

      


      Last
        Interest Only Payment Date:  The first day of September,
        2010.


      Lender: The
        holder of this Note.

      


      Loan: The
        loan evidenced by this Note.

      


      Loan
        Term:  120 months.

       

      
        
          	
                  Multifamily Partial Interest Only Fixed Rate

                  Note
                    – Multistate

                	
                  Form
                    4100-PIO

                	
                   

                   

                
	
                  Fannie
                    Mae

                	
                  10-05

                	
                  ©
                    2005 Fannie Mae

                


        

      

      
        
          
          

        

        
          Page
            1

          
            

          

        

        
          
          

        

      

       

      Maturity
        Date:  The first day of September, 2017, 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 mortgage, deed to secure debt or
        deed of trust dated as of the date of this Note.

      


      Yield
        Maintenance Period Term:  114 months.

      


      Yield
        Maintenance Period End Date:  The last day of February,
        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 c/o Capmark Finance Inc., 116 Welsh Road, Horsham, Pennsylvania
        19044, Attn:  Servicing - Account Manager, 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):

      

       

      o           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):

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  




        

      

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

         

      

      
        	
                 

              	
                o

              	
                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.  [Select
                  only if Actual/360 is selected in Paragraph 3(b)
                  above.]  If interest accrues based on an Actual/360
                  interest computation, the amount of Thirty-Six Thousand Six Hundred
                  Forty-Seven and 81/100 Dollars (US $36,647.81) shall be payable
                  on the
                  First Interest Only Payment Date and thereafter consecutive monthly
                  installments of interest only, shall be payable as
                  follows:

              


      

      


      
        	
                 

              	
                (1)

              	
                Thirty-Four
                  Thousand Two Hundred Four and 62/100 Dollars (US $34,204.62), shall
                  be payable on the first day of each month during the term hereof
                  which
                  follows a 28-day month;

              


      

      


      
        	
                 

              	
                (2)

              	
                Thirty-Five
                  Thousand Four Hundred Twenty-Six and 22/100 Dollars (US $35,426.22),
                  shall be payable on the first day of each month during the term
                  hereof
                  which follows a 29-day month,

              


      

      


      
        	
                 

              	
                (3)

              	
                Thirty-Six
                  Thousand Six Hundred Forty-Seven and 81/100 Dollars (US $36,647.81),
                  shall
                  be payable on the first day of each month during the term hereof
                  which
                  follows a 30-day month, or

              


      

      


      
        	
                 

              	
                (4)

              	
                Thirty-Seven
                  Thousand Eight Hundred Sixty-Nine and 41/100 Dollars (US $37,869.41),
                  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 Forty-Three
        Thousand One Hundred Ninety-Six and 09/100 Dollars (US $43,196.09), 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.

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  




        

      

      
        
          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

         

      

      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.

      


      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 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.

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  




        

      

      
        
          
          

        

        
          Page
            4

          
            

          

        

        
          
          

        

         

      

      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 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

       

      
        
          	
                  Multifamily Partial Interest Only Fixed Rate

                  Note
                    – Multistate

                	
                  Form
                    4100-PIO

                	
                   

                   

                
	
                  Fannie
                    Mae

                	
                  10-05

                	
                  ©
                    2005 Fannie Mae

                


        

      

      


      
        
          
          

        

        
          Page
            5

          
            

          

        

        
          
          

        

      

       

      (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 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.

              


      

       

      
        
          	
                  Multifamily Partial Interest Only Fixed Rate

                  Note
                    – Multistate

                	
                  Form
                    4100-PIO

                	
                   

                   

                
	
                  Fannie
                    Mae

                	
                  10-05

                	
                  ©
                    2005 Fannie Mae

                


        

      

      


      
        
          
          

        

        
          Page
            6

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (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 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.

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  




        

      

      
        
          
          

        

        
          Page
            7

          
            

          

        

        
          
          

        

         

      

      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.

      


      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.

      


      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.

       

      
        
          	
                  Multifamily Partial Interest Only Fixed Rate

                  Note
                    – Multistate

                	
                  Form
                    4100-PIO

                	
                   

                   

                
	
                  Fannie
                    Mae

                	
                  10-05

                	
                  ©
                    2005 Fannie Mae

                


        

      

      
        
          
          

        

        
          Page
            8

          
            

          

        

        
          
          

        

         

      

      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:

       

      
        	
                x

              	
                Schedule
                  A

              	
                Prepayment
                  Premium (required)

              
	 	 	 
	
                x

              	
                Schedule
                  B

              	
                Modifications
                  to Multifamily Note

              


      

      


      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.

      


       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  


          

        

      

      
        
          
          

        

        
          Page
            9

          
            

          

        

        
          
          

        

         

      

      
        	 	
                BORROWER:

              
	 	 	 
	 	
                EMERICHIP
                  VOORHEES LLC, a Delaware limited liability
                  company

              
	 	 	 
	 	
                By:

              	
                Emeritus
                  Corporation, a Washington corporation, its sole member

              
	 	 	 
	 	 	 
	 	 	 
	 	 	
                By:
                  /s/ Eric Mendelsohn

              
	 	 	
                Eric
                  Mendelsohn

              
	 	 	
                Director
                  of Real Estate and Legal Affairs

              
	 	 	 
	 	  
	 	
                Borrower's
                  Social Security/Employer ID Number 

              


      

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  


          

        

      

      
        
          
          

        

        
          Page
            10

          
            

          

        

        
          
          

        

      

      


      
        	 	
                PAY
                  TO THE ORDER OF CAPMARK FINANCE INC., WITHOUT RECOURSE. 

              
	 	 	 
	 	
                CAPMARK
                  BANK, a Utah industrial bank 

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Max W. Foore

              
	 	 	
                Max
                  W. Foore

              
	 	 	
                Limited
                  Signer

              


      

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  


          

        

      

      
        
          
          

        

        
          Page
            11

          
            

          

        

        
          
          

        

      

       

      
        	 	
                PAY
                  TO THE ORDER OF FANNIE MAE, WITHOUT RECOURSE.

              
	 	 	 
	 	
                CAPMARK
                  FINANCE INC., a California corporation

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Max W. Foore

              
	 	 	
                Max
                  W. Foore

              
	 	 	
                Vice
                  President

              


      

      


      
        Fannie
          Mae Commitment Number:  851777

           

          
            
              	
                      Multifamily Partial Interest Only Fixed Rate

                      Note
                        – Multistate

                    	
                      Form
                        4100-PIO

                    	
                       

                       

                    
	
                      Fannie
                        Mae

                    	
                      10-05

                    	
                      ©
                        2005 Fannie Mae

                    


            

          

        

      

      
        
          
          

        

        
          Page
            12

          
            

          

        

        
          
          

        

      

       

      ACKNOWLEDGMENT
        AND AGREEMENT OF KEY PRINCIPAL TO

      PERSONAL
        LIABILITY FOR EXCEPTIONS TO NON-RECOURSE LIABILITY

      


      Key
        Principal, who has an economic
        interest in Borrower or who will otherwise obtain a material financial benefit
        from the Loan, hereby absolutely, unconditionally and irrevocably agrees
        to pay
        to Lender, or its assigns, on demand, all amounts for which Borrower is
        personally liable under Paragraph 9 of the Multifamily Note to which this
        Acknowledgment is attached (the "Note").  The
        obligations of Key Principal shall survive any foreclosure proceeding, any
        foreclosure sale, any delivery of any deed in lieu of foreclosure, and any
        release of record of the Security Instrument.  Lender may pursue its
        remedies against Key Principal without first exhausting its remedies against
        the
        Borrower or the Mortgaged Property. All capitalized terms used but not defined
        in this Acknowledgment shall have the meanings given to such terms in the
        Security Instrument.  As used in this Acknowledgment, the term "Key
        Principal" (each if more than one) shall mean only those individuals or entities
        that execute this Acknowledgment.

      


      The
        obligations of Key Principal shall
        be performed without demand by Lender and shall be unconditional irrespective
        of
        the genuineness, validity, or enforceability of the Note, or any other Loan
        Document, and without regard to any other circumstance which might otherwise
        constitute a legal or equitable discharge of a surety or a
        guarantor.  Key Principal hereby waives the benefit of all principles
        or provisions of law, which are or might be in conflict with the terms of
        this
        Acknowledgment, and agrees that Key Principal's obligations shall not be
        affected by any circumstances which might otherwise constitute a legal or
        equitable discharge of a surety or a guarantor.  Key Principal hereby
        waives the benefits of any right of discharge and all other rights under
        any and
        all statutes or other laws relating to guarantors or sureties, to the fullest
        extent permitted by law, diligence in collecting the Indebtedness, presentment,
        demand for payment, protest, all notices with respect to the Note including
        this
        Acknowledgment, which may be required by statute, rule of law or otherwise
        to
        preserve Lender's rights against Key Principal under this Acknowledgment,
        including notice of acceptance, notice of any amendment of the Loan Documents,
        notice of the occurrence of any default or Event of Default, notice of intent
        to
        accelerate, notice of acceleration, notice of dishonor, notice of foreclosure,
        notice of protest, notice of the incurring by Borrower of any obligation
        or
        indebtedness and all rights to require Lender to (a) proceed against Borrower,
        (b) proceed against any general partner of Borrower, (c) proceed against
        or
        exhaust any collateral held by Lender to secure the repayment of the
        Indebtedness, or (d) if Borrower is a partnership, pursue any other remedy
        it
        may have against Borrower, or any general partner of Borrower.

      


      At
        any time without notice to Key
        Principal, and without affecting the liability of Key Principal hereunder,
        (a)
        the time for payment of the principal of or interest on the Indebtedness
        may be
        extended or the Indebtedness may be renewed in whole or in part; (b) the
        time
        for Borrower's performance of or compliance with any covenant or agreement
        contained in the Note, or any other Loan Document, whether presently existing
        or
        hereinafter entered into, may be extended or such performance or compliance
        may
        be waived; (c) the maturity of the Indebtedness may be accelerated as provided
        in the Note or any other Loan Document; (d) the Note or any other Loan Document
        may be modified or amended by Lender and Borrower in any respect, including
        an
        increase in the principal amount; and (e) any security for the Indebtedness
        may
        be modified, exchanged, surrendered or otherwise dealt with or additional
        security may be pledged or mortgaged for the Indebtedness.

      


      Key
        Principal acknowledges that Key
        Principal has received a copy of the Note and all other Loan
        Documents.  Neither this Acknowledgment nor any of its provisions may
        be waived, modified, amended, discharged, or terminated except by an agreement
        in writing signed by the party against which the enforcement of the waiver,
        modification, amendment, discharge, or termination is sought, and then only
        to
        the extent set forth in that agreement.  Key Principal agrees to
        notify Lender (in the manner for giving notices provided in Section 31 of
        the
        Security Instrument) of any change of Key Principal's address within 10 Business
        Days after such change of address occurs.  Any notices to Key
        Principal shall be given in the manner provided in Section 31 of the Security
        Instrument.  Key Principal agrees to be bound by Paragraphs 20 and 21
        of the Note.

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  


          

        

      

      
        
          
          

        

        
          Page
            13

          
            

          

        

        
          
          

        

         

      

      THIS
        ACKNOWLEDGMENT IS AN INSTRUMENT
        SEPARATE FROM, AND NOT A PART OF, THE NOTE.  BY SIGNING THIS
        ACKNOWLEDGMENT, KEY PRINCIPAL DOES NOT INTEND TO BECOME AN ACCOMMODATION
        PARTY
        TO, OR AN ENDORSER OF, THE NOTE.

      


      IN
        WITNESS WHEREOF,
        Key Principal has signed and delivered this Acknowledgment or has caused
        this
        Acknowledgment to be signed and delivered by its duly authorized
        representative.

      


       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  


          

        

      

      
        
          
          

        

        
          Page
            14

          
            

          

        

        
          
          

        

      

       

      
        	 	
                KEY
                  PRINCIPAL: 

              
	 	 	 
	 	
                EMERITUS
                  CORPORATION, a Washington corporation 

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Eric Mendelsohn

              
	 	 	
                Eric
                  Mendelsohn

              
	 	 	
                Director
                  of Real Estate and Legal Affairs

              
	 	 	 
	 	 	 
	 	
                Address:

              	
                 

              	
                3131
                  Elliott Avenue, Suite 500

              
	 	 	
                 

              	
                Seattle,
                  Washington 98121

              
	 	
                Social
                  Security/Employer ID No.: 

              


      

       

      
        
          	
                  Multifamily Partial Interest Only Fixed Rate

                  Note
                    – Multistate

                	
                  Form
                    4100-PIO

                	
                   

                   

                
	
                  Fannie
                    Mae

                	
                  10-05

                	
                  ©
                    2005 Fannie Mae

                


        

      

       

      
        
          
          

        

        
          Page
            15

          
            

          

        

        
          
          

        

      

      


      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)
                  
                   

                  by

                

              	
                the
                  amount of principal being prepaid,

                 

                 

              


      

       

      
        	
                 

              	
                (B)

                 

                 

                 

              	
                the
                  difference obtained by subtracting from the Interest Rate on this
                  Note the
                  yield rate (the "Yield Rate") on the 4.500% U.S. Treasury
                  Security due May, 2017 (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 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.

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  




        

      

      
        
          
          

        

        
          Page
            A-1

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (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.

              


      

      
         

        
          
            	
                    Multifamily Partial Interest Only Fixed Rate

                    Note
                      – Multistate

                  	
                    Form
                      4100-PIO

                  	
                     

                     

                  
	
                    Fannie
                      Mae

                  	
                    10-05

                  	
                    ©
                      2005 Fannie Mae

                  


          

        

      

      
        
          
          

        

        
          Page
            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.

              


      

       

      
         

        
          
            	
                    Senior Housing Modifications to Note

                  	
                    Form
                      4186

                  	
                     

                  
	
                     

                  	
                    10-04

                  	
                    ©
                      2000-2004 Fannie Mae

                  


          

           

           

          Page
            B-1