MULTIFAMILY
NOTE





US
      $241,889,868.00
            As
      of April 1, 2008








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 Two Hundred Forty-One Million Eight
Hundred Eighty-Nine Thousand Eight Hundred Sixty-Eight and 00/100 Dollars
(US $241,889,868.00), with interest accruing at the Interest Rate on the
unpaid principal balance from the Disbursement Date until fully
paid.





This Note is executed and delivered by
Borrower pursuant to that certain Master Credit Facility Agreement, dated as of
April 1, 2008, by and between Borrower and Capmark Finance Inc., a California
corporation (as amended from time to time, the “Master Agreement”), to evidence
the obligation of Borrower to repay an Advance made by Lender to Borrower in
accordance with the terms of the Master Agreement.  This Note is
entitled to the benefit and security of the Loan Documents provided for in the
Master Agreement, to which reference is hereby made for a statement of all of
the terms and conditions under which the Advance evidenced hereby is
made.





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





Advance:  The
      advance evidenced by this Note.





Advance
      Term:120 months.





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 the Advance
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 May, 2008.





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


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      1Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


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 five and nine hundred five thousandths percent
(5.905%).





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





Lender:The holder of this
Note.





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





Security
Instrument:  Individually and collectively, various multifamily
mortgages, deeds to secure debt or deeds of trust described in the Master
Agreement.





Yield Maintenance Period
      Term:  114 months.





Yield Maintenance Period End
Date:  The last day of September 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):





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


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      2Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


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





(c)
            Monthly
      Installments:





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





30/360.  [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
$__________________________).





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 One Million One
      Hundred Ninety Thousand Two Hundred Ninety-Nine and 73/100 Dollars (US
      $1,190,299.73) shall be payable on the First Interest Only Payment Date
      and thereafter consecutive monthly installments of interest only, shall be
      payable as follows:





(1)
            One
      Million One Hundred Ten Thousand Nine Hundred Forty-Six and 41/100 Dollars
      (US $1,110,946.41), shall be payable on the first day of each month during
      the term hereof which follows a 28-day
month;





(2)
            One
      Million One Hundred Fifty Thousand Six Hundred Twenty-Three and 07/100
      Dollars (US $1,150,623.07), shall be payable on the first day of each
      month during the term hereof which follows a 29-day
  month,





(3)
            One
      Million One Hundred Ninety Thousand Two Hundred Ninety-Nine and 73/100
      Dollars (US $1,190,299.73), shall be payable on the first day of each
      month during the term hereof which follows a 30-day month,
    or





(4)
            One
      Million Two Hundred Twenty-Nine Thousand Nine Hundred Seventy-Six and
      38/100 Dollars (US $1,229,976.38), shall be payable on the first day of
      each month during the term hereof which follows a 31-day
      month,


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      3Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


(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 One Million Four
Hundred Thirty Five Thousand Five Hundred Eleven and 11/100 Dollars (US
$1,435,511.11), until the entire unpaid principal balance evidenced by this Note
is fully paid.





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





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





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





4.           Application of
Payments.If at any time Lender receives, from Borrower or
otherwise, any amount applicable to the Indebtedness which is less than all
amounts due and payable at such time, Lender may apply that payment to amounts
then due and payable in any manner and in any order determined by Lender, in
Lender's discretion.  Borrower agrees that neither Lender's acceptance
of a payment from Borrower in an amount that is less than all amounts then due
and payable nor Lender's application of such payment shall constitute or be
deemed to constitute either a waiver of the unpaid amounts or an accord and
satisfaction.





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


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      4Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


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 Advance 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 Advance, that, during the time that any monthly installment or
payment under this Note is delinquent for more than 30 days, Lender will incur
additional costs and expenses arising from its loss of the use of the money due
and from the adverse impact on Lender's ability to meet its other obligations
and to take advantage of other investment opportunities, and that it is
extremely difficult and impractical to determine those additional costs and
expenses.  Borrower also acknowledges that, during the time that any
monthly installment or other payment due under this Note is delinquent for more
than 30 days, Lender's risk of nonpayment of this Note will be materially
increased and Lender is entitled to be compensated for such increased
risk.  Borrower agrees that the increase in the rate of interest
payable under this Note to the Default Rate represents a fair and reasonable
estimate, taking into account all circumstances existing on the date of this
Note, of the additional costs and expenses Lender will incur by reason of the
Borrower's delinquent payment and the additional compensation Lender is entitled
to receive for the increased risks of nonpayment associated with a delinquent
loan.





9.           Limits on Personal
Liability.





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





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


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      5Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


(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 Master Agreement) and then to Debt
Service Amounts, except that Borrower will not be personally liable (i) to the
extent that Borrower lacks the legal right to direct the disbursement of such
sums because of a bankruptcy, receivership or similar judicial proceeding, or
(ii) with respect to Rents that are distributed in any calendar year if Borrower
has paid all operating expenses and Debt Service Amounts for that calendar
year.





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





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





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





(3)           a
failure in performance of all of Borrower’s indemnification obligations under
Section 18 of the Security Instrument; or





(4)           Borrower’s
commencement of a voluntary cause under the Federal bankruptcy
laws.





(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


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      6Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


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 (provided that Borrower may prepay a portion of the
      Note in connection with a release of collateral pursuant to the terms of
      Section 3.05 or Section 3.06 of the Master Agreement) 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
      – District of Columbia
                  Form
      4109-PIO
                  Page
      7Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


(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 Advance 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
      – District of Columbia
                  Form
      4109-PIO
                  Page
      8Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae





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.Except as
expressly provided in the Master Agreement,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 Advance
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 Advance
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.


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page 
      9Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


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.





17.           Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.The provisions of Section
13.06 of the Master Agreement (entitled “Choice of Law; Consent to Jurisdiction;
Waiver of Jury Trial”) are hereby incorporated into this Note by this reference
to the fullest extent as if the text of such Section were set forth in its
entirety herein.





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 13.08 of the Master Agreement.





20.           Security for this
Note.The indebtedness evidenced by this Note is secured by
other Security Documents executed by Borrower or its
Affiliates.  Reference is made hereby to the Master Agreement and the
Security Documents for additional rights and remedies of Lender relating to the
Indebtedness evidenced by this Note.  Each Security Document shall be
released in accordance with the provisions of the Master Agreement and the
Security Documents.





21.           Advance.  This Note
is issued to evidence an Advance made in accordance with the terms of the Master
Agreement.





22.           Cross-Default with Master
Agreement.  The occurrence of an Event of Default under the
Master Agreement shall constitute an “Event of Default” under this Note, and,
accordingly, upon the occurrence of an Event of Default under the Master
Agreement, the entire principal amount outstanding hereunder and accrued
interest thereon shall at once become due and payable, at the option of the
holder hereof.





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




X
            
            Schedule
      A
            Prepayment
      Premium (required)X
            
            Schedule
      B
            Modifications
      to Multifamily Note





Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page 
      10Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


IN WITNESS WHEREOF, 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.











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Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page 
      11Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


PHNTUS ARBOR GARDENS
      INC., a California
corporation





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  shareholder











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number











PHNTUS AUSTIN GARDENS
      INC, a California
corporation





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  shareholder











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page 
      12Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


PHNTUS BECKETT MEADOWS
      LLC, a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number











PHNTUS CANTERBURY WOODS
      LLC, a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn (SEAL)


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number





Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page 
      13Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


PHNTUS CHARLESTON GARDENS
      LLC, a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number











PHNTUS CREEKSIDE LLC, a
      Delaware limited liability company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      14Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae


PHNTUS DESERT SPRINGS
      LLC, a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number








PHNTUS HERITAGE HILLS
      LLC, a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn  (SEAL)


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      15Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae





PHNTUS KP SHREVEPORT
      LLC, a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number








PHNTUS LAKES LLC, a
      Delaware limited liability company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development








Borrower's
Social Security/Employer ID Number





Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page 
      16Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae





PHNTUS LO CAPE MAY LLC,
      a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number











PHNTUS LO FOLSOM INC, a
      California corporation





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  shareholder











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development








Borrower's
Social Security/Employer ID Number


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      17Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae








PHNTUS LO JOLIET LLC, a
      Delaware limited liability company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number











PHNTUS LOROCKFORDLLC, a Delaware limited
      liability company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      18Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae





PHNTUS OAK HOLLOW LLC, a
      Delaware limited liability company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number








PHNTUS PINEHURST LLC, a
      Delaware limited liability company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number





Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page 
      19Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae











PHNTUS PINE MEADOW LLC,
      a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number











PHNTUS PINES AT GOLDSBORO
      LLC, a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn (SEAL)


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page 
      20Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae





PHNTUS QUAIL RIDGE LLC,
      a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number








PHNTUS RICHLAND GARDENS
      LLC, a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      21Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae





PHNTUSSILVERLEAF MANORLLC, a Delaware limited
      liability company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number











PHNTUS STONEBRIDGE LLC,
      a Delaware limited liability
company





By:
            Emeritus
      Corporation, a Washington corporation, its sole
  member











By: /s/
Eric Mendelsohn


Eric
Mendelsohn


Senior
Vice President Corporate Development











Borrower's
Social Security/Employer ID Number











Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      22Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae








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
      – District of Columbia
                  Form
      4109-PIO
                  Page
      23Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae








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:  853682





Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      24Modified
      for Master Credit Facility Agreement
                  10-05
                  ©
      2005 Fannie Mae





SCHEDULE
A





PREPAYMENT
PREMIUM





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





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





(i)
            1%
      of the amount of principal being prepaid;
or





(ii)
            The
      product obtained by multiplying:





(A)
            the
      amount of principal being prepaid,





by





(B)
            the
      difference obtained by subtracting from the Interest Rate on this Note the
      yield rate (the "Yield
      Rate") on the 4.250% U.S. Treasury Security due November, 2017 (the
      "Specified U.S. Treasury
      Security"), on the twenty-fifth (25th)
      Business Day preceding (x) the Intended Prepayment Date, or (y) the date
      Lender accelerates the Advance 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 Day of the 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


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      A-1Fannie
      Mae
                  10-05
                  ©
      2005 Fannie Mae


publication
of such Yield Rates in The
Wall Street Journal is discontinued, Lender shall determine such Yield
Rates from another source selected by Lender.





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





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


Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      A-2Fannie
      Mae
                  10-05
                  ©
      2005 Fannie Mae


SCHEDULE
B





MODIFICATIONS
TO MULTIFAMILY 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 Security
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 Security 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.










Multifamily
      Partial Interest Only Fixed Rate
                    Note
      – District of Columbia
                  Form
      4109-PIO
                  Page
      B-1Fannie
      Mae
                  10-05
                  ©
      2005 Fannie Mae