Exhibit
10.6
 
 Freddie
Mac Loan Number 534382134
 
 MULTIFAMILY
NOTE
 MULTISTATE
– FIXED RATE
 (REVISION
DATE 2-15-2008)
 
 US
      $10,000,000.00
              Effective
      Date: December 16, 2009
 
 FOR VALUE RECEIVED, the undersigned
(together with such party's or parties' successors and assigns, "Borrower") jointly and
severally (if more than one) promises to pay to the order of KEYCORP REAL ESTATE
CAPITAL MARKETS, INC., an Ohio corporation, the principal sum of Ten Million and
No/100 Dollars (US $10,000,000.00), with interest on the unpaid principal
balance, as hereinafter provided.
 
 1.
              Defined
      Terms.
 
 (a)
              As
      used in this Note:
 
 "Base Recourse" meansa portion of the
Indebtedness equal to zero percent (0%) of the original principal balance of
this Note.
 
 "Business Day" means any day
other than a Saturday, a Sunday or any other day on which Lender or the national
banking associations are not open for business.
 
 "Default Rate" means an annual
interest rate equal to four (4) percentage points above the Fixed Interest
Rate.  However, at no time will the Default Rate exceed the Maximum
Interest Rate.
 
 "Fixed Interest Rate" means the
annual interest rate of six and forty-three hundredths percent
(6.43%).
 
 "Installment Due Date" means,
for any monthly installment of interest only or principal and interest, the date
on which such monthly installment is due and payable pursuant to Section 3 of
this Note. The "First
Installment Due Date" under this Note is February 1, 2010.
 
 "Lender" means the holder from
time to time of this Note.
 
 "Loan" means the loan evidenced
by this Note.
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  "Maturity Date" meansthe earlier of(i)January 1, 2020(the "Scheduled Maturity
Date"),and
(ii) the date on which the unpaid principal balance of this Note becomes due and
payable by acceleration or otherwise pursuant to the Loan Documents or the
exercise by Lender of any right or remedy under any Loan Document.
 
 "Maximum Interest Rate" means
the rate of interest that results in the maximum amount of interest allowed by
applicable law.
 
 "Prepayment Premium Period"
means the period during which, if a prepayment of principal occurs, a prepayment
premium will be payable by Borrower to Lender.  The Prepayment Premium
Period is the period from and including the date of this Note until but not
including the first day of the Window Period.
 
 "Security Instrument" means the
multifamily mortgage, deed to secure debt or deed of trust effective as of the
effective date of this Note, from Borrower to or for the benefit of Lender and
securing this Note.
 
 "Treasury Security" means
      the 3.625% U.S. Treasury Security due August 15,
  2019
 
 "Window Period" means the three
(3) consecutive calendar month period prior to the Scheduled Maturity
Date.
 
 "Yield Maintenance Period"
means the period from and including the date of this Note until but not
including July 1, 2019.
 
 (b)           Other
capitalized terms used but not defined in this Note shall have the meanings
given to such terms in the Security Instrument.
 
 2.        
    Address
for Payment.  All payments due under this Note shall be payable
at 127 Public Square, Cleveland, Ohio 44114, or such other place as may be
designated by Notice to Borrower from or on behalf of Lender.
 
 3.         
   Payments.
 
 (a)           Interest
will accrue on the outstanding principal balance of this Note at the Fixed
Interest Rate, subject to the provisions of Section 8 of this
Note.
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  (b)           Interest
under this Note shall be computed, payable and allocated on the basis of an
actual/360 interest calculation schedule (interest is payable for the actual
number of days in each month, and each month's interest is calculated by
multiplying the unpaid principal amount of this Note as of the first day of the
month for which interest is being calculated by the Fixed Interest Rate,
dividing the product by 360, and multiplying the quotient by the number of days
in the month for which interest is being calculated).  The portion of
the monthly installment of principal and interest under this Note attributable
to principal and the portion attributable to interest will vary based upon the
number of days in the month for which such installment is paid. Each monthly
payment of principal and interest will first be applied to pay in full interest
due, and the balance of the monthly installment payment paid by Borrower will be
credited to principal.
 
 (c)           Unless
disbursement of principal is made by Lender to Borrower on the first day of a
calendar month, interest for the period beginning on the date of disbursement
and ending on and including the last day of such calendar month shall be payable
by Borrower simultaneously with the execution of this Note.  If
disbursement of principal is made by Lender to Borrower on the first day of a
calendar month, then no payment will be due from Borrower at the time of the
execution of this Note.  The Installment Due Date for the first
monthly installment payment under Section 3(d) of interest only or principal and
interest, as applicable, will be the First Installment Due Date set forth in
Section 1(a) of this Note.  Except as provided in this Section 3(c)
and in Section 10, accrued interest will be payable in arrears.
 
 (d)           Beginning
on the First Installment Due Date, and continuing until and including the
monthly installment due on the Maturity Date, principal and accrued interest
shall be payable by Borrower in consecutive monthly installments due and payable
on the first day of each calendar month.  The amount of the monthly
installment of principal and interest payable pursuant to this Section 3(d) on
an Installment Due Date shall be Sixty-Two Thousand Seven Hundred Forty-Seven
and 15/100 Dollars ($62,747.15).
 
 (e)           All
remaining Indebtedness, including all principal and interest, shall be due and
payable by Borrower on the Maturity Date.
 
 (f)       
    All payments under this Note shall be made in
immediately available U.S. funds.
 
 (g)           Any
regularly scheduled monthly installment of interest only or principal and
interest payable pursuant to this Section 3 that is received by Lender
before the date it is due shall be deemed to have been received on the due date
for the purpose of calculating interest due.
 
 (h)           Any
accrued interest remaining past due for 30 days or more, at Lender's discretion,
may be added to and become part of the unpaid principal balance of this Note and
any reference 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.
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 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 the amount received 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 by, among other things, the Security Instrument, and
reference is made to the Security Instrument for other rights of Lender as to
collateral for the Indebtedness.
 
 6.       
     Acceleration.If an
Event of Default has occurred and is continuing, the entire unpaid principal
balance, any accrued interest, any prepayment premium payable under
Section 10, 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 (except if notice is required by applicable
law, then after such notice).  Lender may exercise this option to
accelerate regardless of any prior forbearance.  For purposes of
exercising such option, Lender shall calculate the prepayment premium as if
prepayment occurred on the date of acceleration.  If prepayment occurs
thereafter, Lender shall recalculate the prepayment premium as of the actual
prepayment date.
 
 7.       
     Late Charge.
 
 (a)           If
any monthly installment of interest or principal and interest or other amount
payable under this Note or under the Security Instrument or any other Loan
Document is not received in full by Lender within ten (10) days after the
installment or other amount is due, counting from and including the date such
installment or other amount is due (unless applicable law requires a longer
period of time before a late charge may be imposed, in which event such longer
period shall be substituted), Borrower shall pay to Lender, immediately and
without demand by Lender, a late charge equal to five percent (5%) of such
installment or other amount due (unless applicable law requires a lesser amount
be charged, in which event such lesser amount shall be
substituted).
 
 (b)           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 Section 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 Section 8.
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 8. 
           Default
Rate.
 
 (a)           So
long as (i) any monthly installment under this Note remains past due for
thirty (30) days or more or (ii) any other Event of Default has occurred
and is continuing, then notwithstanding anything in Section 3 of this Note to
the contrary, interest under this Note shall accrue on the unpaid principal
balance from the Installment Due Date of the first such unpaid monthly
installment or the occurrence of such other Event of Default, as applicable, at
the Default Rate.
 
 (b)           From
and after the Maturity Date, the unpaid principal balance shall continue to bear
interest at the Default Rate until and including the date on which the entire
principal balance is paid in full.
 
 (c)           Borrower
acknowledges that (i) its failure to make timely payments will cause Lender
to incur additional expenses in servicing and processing the Loan,
(ii) during the time that any monthly installment under this Note is
delinquent for thirty (30) days or more, 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 (iii)  it is extremely difficult and
impractical to determine those additional costs and
expenses.  Borrower also acknowledges that, during the time that any
monthly installment under this Note is delinquent for thirty (30) days or more
or any other Event of Default has occurred and is continuing, Lender's risk of
nonpayment of this Note will be materially increased and Lender is entitled to
be compensated for such increased risk.  Borrower agrees that the
increase in the rate of interest payable under this Note to the Default Rate
represents a fair and reasonable estimate, taking into account all circumstances
existing on the date of this Note, of the additional costs and expenses Lender
will incur by reason of the Borrower's delinquent payment and the additional
compensation Lender is entitled to receive for the increased risks of nonpayment
associated with a delinquent loan.
 
 9.   
         Limits on Personal
Liability.
 
 (a)           Except
as otherwise provided in this Section 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 and to 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 other obligations of Borrower.
 
 (b)           Borrower
shall be personally liable to Lender for the amount of the Base Recourse, plus
any other amounts for which Borrower has personal liability under this
Section 9.
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 (c)       
   In addition to the Base Recourse, Borrower shall be personally
liable to Lender for the repayment of a further portion of the Indebtedness
equal to any loss or damage suffered by Lender as a result of the occurrence of
any of the following events:
 
 (i)
              Borrower
      fails 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.  However, Borrower will not be
      personally liable for any failure described in this subsection (i) if
      Borrower is unable to pay to Lender all Rents and security deposits as
      required by the Security Instrument because of a valid order issued in a
      bankruptcy, receivership, or similar judicial
  proceeding.
 
 (ii)
              Borrower
      fails to apply all insurance proceeds and condemnation proceeds as
      required by the Security Instrument.  However, Borrower will not
      be personally liable for any failure described in this
      subsection (ii) if Borrower is unable to apply insurance or
      condemnation proceeds as required by the Security Instrument because of a
      valid order issued in a bankruptcy, receivership, or similar judicial
      proceeding.
 
 (iii)
              Borrower
      fails to comply with Section 14(g) or (h) of the Security Instrument
      relating to the delivery of books and records, statements, schedules and
      reports.
 
 (iv)
              Borrower
      fails to pay when due in accordance with the terms of the Security
      Instrument the amount of anyitem below marked
      "Deferred"; provided however, that if no item is marked "Deferred", this
      Section 9(c)(iv) shall be of no force or
      effect.
 [Collect]
                Hazard
      Insurance premiums or other insurance
premiums,
 [Collect]
                      Taxes,
 [Deferred]
                water
      and sewer charges (that could become a lien on the Mortgaged
      Property),
 [N/A]
                      ground
      rents,
 [Deferred]
                assessments
      or other charges (that could become a lien on the Mortgaged
      Property)
 
 (d)      
    In addition to the Base Recourse, Borrower shall be
personally liable to Lender for:
 
 (i)
              the
      performance of all of Borrower's obligations under Section 18 of the
      Security Instrument (relating to environmental
  matters);
 
 (ii)
              the
      costs of any audit under Section 14(g) of the Security Instrument;
      and
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 (iii)
              any
      costs and expenses incurred by Lender in connection with the collection of
      any amount for which Borrower is personally liable under this
      Section 9, including Attorneys' Fees and Costs and the costs of
      conducting any independent audit of Borrower's books and records to
      determine the amount for which Borrower has personal
      liability.
 
 (e)    
      All payments made by Borrower with respect to the
Indebtedness and all amounts received by Lender from the enforcement of its
rights under the Security Instrument and the other Loan Documents shall be
applied first to the portion of the Indebtedness for which Borrower has no
personal liability.
 
 (f)       
    Notwithstanding the Base Recourse, 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:
 
 (i)
              Borrower's
      ownership of any property or operation of any business not permitted by
      Section 33 of the Security
Instrument;
 
 (ii)
              a
      Transfer (including, but not limited to, a lien or encumbrance) that is an
      Event of Default under Section 21 of the Security Instrument, other
      than a Transfer consisting solely of the involuntary removal or
      involuntary withdrawal of a general partner in a limited partnership or a
      manager in a limited liability company;
or
 
 (iii)
              fraud
      or written material misrepresentation by Borrower 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.
 
 (g)     
     To the extent that Borrower has personal liability
under this Section 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.To the
fullest extent permitted by applicable law, in any action to enforce Borrower's
personal liability under this Section 9, Borrower waives any right to set
off the value of the Mortgaged Property against such personal
liability.
 
 10.      
   Voluntary and Involuntary Prepayments.
 
 (a)           Any
receipt by Lender of principal due under this Note prior to the Maturity Date,
other than principal required to be paid in monthly installments pursuant to
Section 3, constitutes a prepayment of principal under this
Note.  Without limiting the foregoing, any application by Lender,
prior to the Maturity Date, of any proceeds of collateral or other security to
the repayment of any portion of the unpaid principal balance of this Note
constitutes a prepayment under this Note.
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  (b)           Borrower
may voluntarily prepay all of the unpaid principal balance of this Note on an
Installment Due Date so long as Borrower designates the date for such prepayment
in a Notice from Borrower to Lender given at least 30 days prior to the date of
such prepayment.  If an Installment Due Date (as defined in Section
1(a)) falls on a day which is not a Business Day,thenwith respect to payments
made under this Section 10 only, the term "Installment Due Date" shall mean the
Business Day immediately preceding the scheduled Installment Due
Date.
 
 (c)           Notwithstanding
subsection (b) above, Borrower may voluntarily prepay all of the unpaid
principal balance of this Note on a Business Day other than an Installment Due
Date if Borrower provides Lender with the Notice set forth in subsection (b) and
meets the other requirements set forth in this subsection.  Borrower
acknowledges that Lender has agreed that Borrower may prepay principal on a
Business Day other than an Installment Due Date only because Lender shall deem
any prepayment received by Lender on any day other than an Installment Due Date
to have been received on the Installment Due Date immediately following such
prepayment and Borrower shall be responsible for all interest that would have
been due if the prepayment had actually been made on the Installment Due Date
immediately following such prepayment.
 
 (d)           Unless
otherwise expressly provided in the Loan Documents, Borrower may not voluntarily
prepay less than all of the unpaid principal balance of this Note.  In
order to voluntarily prepay all or any part of the principal of this Note,
Borrower must also pay to Lender, together with the amount of principal
being prepaid, (i) all accrued and unpaid interest due under this Note,
plus (ii) all other sums due to Lender at the time of such prepayment, plus
(iii) any prepayment premium calculated pursuant to
Section 10(e).
 
 (e)       
   Except as provided in Section 10(f), a prepayment premium
shall be due and payable by Borrower in connection with any prepayment of
principal under this Note during the Prepayment Premium Period.  The
prepayment premium shall be computed as follows:
 
 (i)
              For
      any prepayment made during the Yield Maintenance Period, the prepayment
      premium shall be whichever is the greater of subsections (A) and (B)
      below:
 
 (A)
              1.0%
      of the amount of principal being prepaid;
or
 
 (B)
              the
      product obtained by multiplying:
 
 (1)
              the
      amount of principal being prepaid or accelerated,
                by
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 (2)
              the
      excess (if any) of the Monthly Note Rate over the Assumed Reinvestment
      Rate,
                by
 (3)
              the
      Present Value Factor.
 
 For purposes of subsection (B),
the following definitions shall apply:
 
 Monthly Note Rate:
      one-twelfth (1/12) of the Fixed Interest Rate, expressed as a decimal
      calculated to five digits.
 
 Prepayment
      Date:  in the case of a voluntary prepayment, the date on
      which the prepayment is made; in the case of the application by Lender of
      collateral or security to a portion of the principal balance, the date of
      such application.
 
 Assumed Reinvestment
      Rate:  one-twelfth (1/12) of the yield rate, as of the
      close of the trading session which is 5 Business Days before the
      Prepayment Date, on the Treasury Security, as reported in The Wall Street
      Journal, expressed as a decimal calculated to five
      digits.  In the event that no yield is published on the
      applicable date for the Treasury Security, Lender, in its discretion,
      shall select the non-callable Treasury Security maturing in the same year
      as the Treasury Security with the lowest yield published in The Wall Street Journal
      as of the applicable date.  If the publication of such yield
      rates in The Wall Street
      Journal is discontinued for any reason, Lender shall select a
      security with a comparable rate and term to the Treasury
      Security.  The selection of an alternate security pursuant to
      this Section shall be made in Lender’s
  discretion.
 
 Present Value
      Factor:the factor that discounts to present value the
      costs resulting to Lender from the difference in interest rates during the
      months remaining in the Yield Maintenance Period, using the Assumed
      Reinvestment Rate as the discount rate, with monthly compounding,
      expressed numerically as follows:
 
 
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  n = the number of months
      remaining in Yield Maintenance Period; provided, however, if a prepayment
      occurs on an Installment Due Date, then the number of months remaining in
      the Yield Maintenance Periodshall be
      calculated beginning with the month in which such prepayment occurs and if
      such prepayment occurs on a Business Day other than an Installment Due
      Date, then the number of months remaining in the Yield Maintenance Period
      shall be calculated beginning with the month immediately following the
      date of such prepayment.
 
 ARR= Assumed Reinvestment
Rate
 
 (ii)
              For
      any prepayment made after the expiration of the Yield Maintenance Period
      but during the remainder of the Prepayment Premium Period, the prepayment
      premium shall be 1.0% of the amount of principal being
      prepaid.
 
 (f)   
        Notwithstanding any other
provision of this Section 10, no prepayment premium shall be payable with
respect to (i) any prepayment made during the Window Period, or
(ii) any prepayment occurring as a result of the application of any
insurance proceeds or condemnation award under the Security
Instrument.
 
 (g)           Unless
Lender agrees otherwise in writing, a permitted or required prepayment of less
than the 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.
 
 (h)           Borrower
recognizes that any prepayment of any of the unpaid principal balance of this
Note, whether voluntary or involuntary or resulting from an Event of 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 in this Note represents a
reasonable estimate of the damages Lender will incur because of a
prepayment.  Borrower further acknowledges that the prepayment premium
provisions of this Note are a material part of the consideration for the Loan,
and 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.To the fullest extent allowed by applicable law,
Borrower shall pay all expenses and costs, including Attorneys' Fees and Costs
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.
  Page
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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.Borrower
and all endorsers and guarantors of this Note and all other third party obligors
waive 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.
 
 14.          Loan Charges (Texas
Only).  Borrower and Lender intend at all times to comply with
the law of the State of Texas governing the Maximum Interest Rate or the maximum
amount of interest payable on or in connection with this Note and the
Indebtedness (or applicable United States federal law to the extent that it
permits Lender to contract for, charge, take, reserve or receive a greater
amount of interest than under Texas law).  If the applicable law is
ever judicially interpreted so as to render usurious any amount payable under
this Note or under any other Loan Document, or contracted for, charged, taken,
reserved or received with respect to the Indebtedness, or as a result of
acceleration of the maturity of this Note, or if any prepayment by Borrower
results in Borrower having paid any interest in excess of that permitted by any
applicable law, then Borrower and Lender expressly intend that all excess
amounts collected by Lender shall be applied to reduce the unpaid principal
balance of this Note (or, if this Note has been or would thereby be paid in
full, shall be refunded to Borrower), and the provisions of this Note, the
Security Instrument and any other Loan Documents immediately shall be deemed
reformed and the amounts thereafter collectible under this Note or any other
Loan Document reduced, without the necessity of the execution of any new
documents, so as to comply with any applicable law, but so as to permit the
recovery of the fullest amount otherwise payable under this Note or any other
Loan Document.  The right to accelerate the Maturity Date of this Note
does not include the right to accelerate any interest, which has not otherwise
accrued on the date of such acceleration, and Lender does not intend to collect
any unearned interest in the event of acceleration.  All sums paid or
agreed to be paid to Lender for the use, forbearance or detention of the
Indebtedness shall, to the extent permitted by any applicable law, be amortized,
prorated, allocated and spread throughout the full term of the Indebtedness
until payment in full so that the rate or amount of interest on account of the
Indebtedness does not exceed the applicable usury
ceiling.  Notwithstanding any provision contained in this Note, the
Security Instrument or any other Loan Document that permits the compounding of
interest, including any provision by which any accrued interest is added to the
principal amount of this Note, the total amount of interest that Borrower is
obligated to pay and Lender is entitled to receive with respect to the
Indebtedness shall not exceed the amount calculated on a simple (i.e., non-compounded)
interest basis at the maximum rate on principal amounts actually advanced to or
for the account of Borrower, including all current and prior advances and any
advances made pursuant to the Security Instrument or other Loan Documents (such
as for the payment of taxes, insurance premiums and similar expenses or
costs).
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 15.          Commercial
Purpose.Borrower represents that Borrower is incurring the
Indebtedness solely for the purpose of carrying on a business or commercial
enterprise, and not for personal, family, household, or agricultural
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.
 
 17.          Governing Law.This
Note shall be governed by the law of the Property Jurisdiction.
 
 18.          Captions.The
captions of the Sections of this Note are for convenience only and shall be
disregarded in construing this Note.
 
 19.          Notices; Written Modifications.
 
 (a)           All
Notices, demands and other communications required or permitted to be given
pursuant to this Note shall be given in accordance with Section 31 of the
Security Instrument.
 
 (b)           Any
modification or amendment to this Note shall be ineffective unless in writing
signed by the party sought to be charged with such modification or amendment;
provided, however, in the event of a Transfer under the terms of the Security
Instrument that requires Lender's consent, any or some or all of the
Modifications to Multifamily Note set forth in Exhibit A to this Note may
be modified or rendered void by Lender at Lender's option, by Notice to Borrower
and the transferee, as a condition of Lender's consent.
 
 20.          Consent to Jurisdiction and
Venue.  Borrower agrees that any controversy arising under or
in relation to this Note may be litigated in the Property
Jurisdiction.  The state and federal courts and authorities with
jurisdiction in the Property Jurisdiction shall have jurisdiction over all
controversies that shall arise under or in relation to this
Note.  Borrower 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.  However, nothing in this Note is intended to limit any
right that Lender may have to bring any suit, action or proceeding relating to
matters arising under this Note in any court of any other
jurisdiction.
 
 21.          WAIVER
OF TRIAL BY JURY.  BORROWER 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 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.
  Page
A-12
 
 22.          State-Specific
Provisions.
 
 ATTACHED EXHIBIT.  The
Exhibit noted below, if marked with an "X" in the space provided, is attached to
this Note:
 
 [___]      Exhibit
A      Modifications to Multifamily
Note
  Page
A-13
 
 IN WITNESS WHEREOF, and in
consideration of the Lender's agreement to lend Borrower the principal amount
set forth above, Borrower has signed and delivered this Note under seal or has
caused this Note to be signed and delivered under seal by its duly authorized
representative. Borrower intends that this Note shall be deemed to be signed and
delivered as a sealed instrument.
 
 CARUTH HAVEN L.P., a
      Delaware limited partnershipBy:
                                            CARUTH
      HAVEN GP, LLC, a Delaware limited liability company,Its:
                                            Sole
      General PartnerBy:
                                            CGI
      Healthcare Operating Partnership, L.P., a Delaware limited
      partnershipIts:
                                            Sole
      MemberBy:
                                            Cornerstone
      Growth & Income Operating Partnership, L.P., a Delaware limited
      PartnershipIts:
                                            Sole
      General PartnerBy:
                                            Cornerstone
      Growth & Income REIT, Inc., a Maryland corporationIts:
                                            Sole
      General
Partner
 
 By:
                              /s/
      Terry G. RousselName:
                              Terry
      G. RousselTitle:
                              President
 
 Borrower's
      Social Security/Employer ID
Number
  Page
A-14
  PAY TO
THE ORDER OF FEDERAL HOME LOAN MORTGAGE CORPORATION WITHOUT
RECOURSE.
 
 KEYCORP
      REAL ESTATE CAPITAL
                          MARKETS,
      INC., an Ohio corporationBy:
                        /s/
      Crystal L. WilliamsName:
                        Crystal L.
    WilliamsTitle:
                        Vice
      PresidentDate:
                        December
      16,
2009
  Page
A-15
  EXHIBIT
A
 
 MODIFICATIONS
TO MULTIFAMILY NOTE
 
 The
following modifications are made to the text of the Note that precedes this
Exhibit.
 
 1.
              Section
      9(c) is modified by adding an additional subsection (v) as
      follows:
 
 “(v)         Borrower’s
violation or breach of or other failure to comply with that certain Declaration
of Covenants, Conditions, Restrictions and Reciprocal Easements, dated effective
as of March 31, 1997 as filed September 24, 1997 in the real property records of
Dallas County, Texas in Volume 97186, Page 4996, as amended from time to
time.
  Page
A-16