EX-10.4






Residence at Kings Landing Apartments




MULTIFAMILY NOTE




	 	 	 
	US $21,200,000.00

	 	As of May 24, 2012






FOR VALUE RECEIVED, the undersigned (“Borrower”) promises to pay to the order of CWCAPITAL
LLC, a Massachusetts limited liability company (“Lender”), the principal amount of Twenty-One
Million Two Hundred Thousand and 00/100 Dollars (US $21,200,000.00) (the “Mortgage Loan”), together
with interest thereon accruing at the Interest Rate on the unpaid principal balance from the
Effective Date until fully paid in accordance with the terms hereof and of that certain Multifamily
Loan and Security Agreement dated as of the date hereof, by and between Borrower and Lender (as the
same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the
“Loan Agreement”).



1. Defined Terms.



Capitalized terms used and not specifically defined in this Multifamily Note (this “Note”)
have the meanings given to such terms in the Loan Agreement.



2. Repayment.



Borrower agrees to pay the principal amount of the Mortgage Loan and interest on the principal
amount of the Mortgage Loan from time to time outstanding at the Interest Rate or such other rate
or rates and at the times specified in the Loan Agreement, together with all other amounts due to
Lender under the Loan Documents. The outstanding balance of the Mortgage Loan and all accrued and
unpaid interest thereon shall be due and payable on the Maturity Date, together with all other
amounts due to Lender under the Loan Documents.



3. Security.



The Mortgage Loan evidenced by this Note, together with all other Indebtedness is secured by,
among other things, the Security Instrument, the Loan Agreement and the other Loan Documents. All
of the terms, covenants and conditions contained in the Loan Agreement, the Security Instrument and
the other Loan Documents are hereby made part of this Note to the same extent and with the same
force as if they were fully set forth herein. In the event of a conflict or inconsistency between
the terms of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall
govern.



4. Acceleration.



In accordance with the Loan Agreement, upon the occurrence of an Event of Default, the entire
unpaid principal balance of the Mortgage Loan, any accrued and unpaid interest, including interest
accruing at the Default Rate, the Prepayment Premium (if applicable), and all other amounts payable
under this Note, the Loan Agreement and any other Loan Document shall at once become due and
payable, at the option of Lender, without any prior notice to Borrower, unless applicable law
requires otherwise (and in such case, after satisfactory notice has been given).



5. Personal Liability.



The provisions of Article 3 (Personal Liability) of the Loan Agreement are hereby incorporated
by reference into this Note to the same extent and with the same force as if fully set forth
herein.



6. Governing Law.



This Note shall be governed in accordance with the terms and provisions of Section 15.01
(Governing Law; Consent to Jurisdiction and Venue) of the Loan Agreement.



7. Waivers.



Presentment, demand for payment, notice of nonpayment and dishonor, protest and notice of
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, for and on behalf of itself, Guarantor and Key Principal, and all endorsers
and guarantors of this Note and all other third party obligors or others who may become liable for
the payment of all or any part of the Indebtedness.



8. Commercial Purpose.



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



9. Construction; Joint and Several (or Solidary, as applicable) Liability.



(a) Section 15.08 (Construction) of the Loan Agreement is hereby incorporated herein as if
fully set forth in the body of this Note.



(b) If more than one Person executes this Note as Borrower, the obligations of such Person
shall be joint and several (solidary instead for purposes of Louisiana law).



10. Notices.



All Notices required or permitted to be given by Lender to Borrower pursuant to this Note
shall be given in accordance with Section 15.02 (Notice) of the Loan Agreement.



11. Time is of the Essence.



Borrower agrees that, with respect to each and every obligation and covenant contained in this
Note, time is of the essence.



12. Loan Charges Savings Clause.



Borrower agrees to pay an effective rate of interest equal to the sum of the Interest Rate 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 Mortgage Loan and any other fees or amounts to
be paid by Borrower pursuant to any of the other Loan Documents. Neither this Note, the Loan
Agreement 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. It is expressly stipulated and agreed
to be the intent of Borrower and Lender at all times to comply with all applicable laws governing
the maximum rate or amount of interest payable on the Indebtedness evidenced by this Note and the
other Loan Documents. If any applicable law limiting the amount of interest or other charges
permitted to be collected from Borrower is interpreted so that any interest or other charge or
amount provided for in any Loan Document, whether considered separately or together with other
charges or amounts provided for in any other Loan Document, or otherwise charged, taken, reserved
or received in connection with the Mortgage Loan, or on acceleration of the maturity of the
Mortgage Loan or as a result of any prepayment by Borrower or otherwise, 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 any such violation. 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 the Mortgage Loan without the payment of any prepayment premium (or, if the Mortgage Loan has
been or would thereby be paid in full, shall be refunded to Borrower), and the provisions of the
Loan Agreement and any other Loan Documents immediately shall be deemed reformed and the amounts
thereafter collectible under the Loan Agreement and any other Loan Documents 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 the Loan Documents. 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, and any amount paid or agreed to be paid to Lender for the use, forbearance or detention
of the Indebtedness, shall be deemed to be allocated and spread ratably over the stated term of the
Mortgage Loan. 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 Mortgage Loan.



13. WAIVER OF TRIAL BY JURY.



EACH OF BORROWER AND LENDER (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.



14. Receipt of Loan Documents.



Borrower acknowledges receipt of a copy of each of the Loan Documents.



15. Incorporation of Schedules.



The schedules, if any, attached to this Note are incorporated fully into this Note by this
reference and each constitutes a substantive part of this Note.



	 	 	 
	ATTACHED SCHEDULE. The following Schedule is attached to this Note:

	Schedule 1

	 	Modifications to Note






IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal (where applicable)
or has caused this Note to be signed and delivered under seal (where applicable) by its duly
authorized representative. Where applicable law so provides, Borrower intends that this Note shall
be deemed to be signed and delivered as a sealed instrument.



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	 	 	 	BORROWER:






	 	 	 	KING’S LANDING LLC, a Delaware limited liability
company, doing business in Missouri as Kings
Landing, LLC






	 	 	 	By:
MLP King’s Landing, L.L.C., a Missouri limited
liability company, its Manager






By:/s/ John Porta

Name: John Porta

Title: Member




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PAY TO THE ORDER OF      
     , WITHOUT RECOURSE.




	 	 	 	CWCAPITAL LLC, a Massachusetts limited liability
	 
	 	 	 	company






By:/s/ Paul A. Sherrington

Paul A. Sherrington

Managing Director




Fannie Mae Commitment Number:       868083      




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