Exhibit
10.37

FHLMC Loan No.
487779258
Landmark Apartments

MULTIFAMILY
NOTE

MULTISTATE –
ADJUSTABLE RATE

(REVISION
DATE  2-15-2008)

	
US $8,850,000.00
	
Effective
Date:  As of March 11, 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 CAPMARK BANK, a Utah industrial bank the principal sum of
Eight Million Eight Hundred Fifty Thousand and 00/100 Dollars
(US $8,850,000.00), with interest on the unpaid principal balance as
hereinafter provided.

1.                 
Defined Terms.  

(a)               
As used in this Note: 

"Adjustable Interest Rate"
means the variable annual interest rate calculated for each Interest Adjustment
Period so as to equal the Index Rate for each Interest Adjustment Period
(truncated at the fifth (5th) decimal place if necessary) plus the Margin. 
However, in no event will the Adjustable Interest Rate exceed the Capped
Interest Rate. 

"Amortization Period" means a
period of 360 full consecutive calendar months. 

"Base Recourse" means a
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.

"Capped Interest Rate" means
seven and twenty-five hundredths percent (7.25%) per annum. 

"Default Rate" means a variable
annual interest rate equal to four (4) percentage points above the Adjustable
Interest Rate in effect from time to time.  However, at no time will the
Default Rate exceed the Maximum Interest Rate.

"Index Rate" means, for any
Interest Adjustment Period, the LIBOR Index Rate for such Interest Adjustment
Period.  

"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 May 1,
2009.  

"Interest Adjustment Period"
means each successive one (1) calendar month period until the entire
Indebtedness is paid in full, except that the first Interest Adjustment Period
is the period from the date of this Note through March 31, 2009.
 Therefore, the second Interest Adjustment Period shall be the period from
April 1, 2009 through April 30, 2009, and so on until the
entire Indebtedness is paid in full.

"Lender" means the holder from
time to time of this Note.

"LIBOR Index" means the British
Bankers Association's (BBA) one (1) month LIBOR Rate for United States Dollar
deposits, as displayed on the LIBOR Index Page used to establish the LIBOR Index
Rate.

"LIBOR Index Rate" means, for
any Interest Adjustment Period after the first Interest Adjustment Period, the
BBA's LIBOR Rate for the LIBOR Index released by the BBA most recently preceding
the first day of such Interest Adjustment Period, as such LIBOR Rate is
displayed on the LIBOR Index Page.  The LIBOR Index Rate for the first
Interest Adjustment Period means the British Bankers Association's (BBA) LIBOR
Rate for the LIBOR Index released by the BBA most recently preceding the first
day of the month in which the first Interest Adjustment Period begins, as such
LIBOR Rate is displayed on the LIBOR Index Page.  "LIBOR Index Page"
is the Bloomberg L.P., page "BBAM", or such other page for the LIBOR Index as
may replace page BBAM on that service, or at the option of Lender (i) the
applicable page for the LIBOR Index on another service which electronically
transmits or displays BBA LIBOR Rates, or (ii) any publication of LIBOR rates
available from the BBA.  In the event the BBA ceases to set or publish a
LIBOR rate/interest settlement rate for the LIBOR Index, Lender will designate
an alternative index, and such alternative index shall constitute the LIBOR
Index Page.

"Loan" means the loan evidenced
by this Note.

"Lockout Period" is not
applicable, there is no Lockout Period under this Note.

"Margin" means four and one
hundredth (4.01) percentage points (401 basis points).

"Maturity Date" means
the earlier of (i) April 1, 2016 (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.

"Reference Billsâ" means the unsecured general
obligations of the Federal Home Loan Mortgage Corporation ("Freddie Mac")
designated by Freddie Mac as "Reference BillsâSecurities" and having original
durations to maturity most comparable to the term of the Reference Bill Index,
and issued by Freddie Mac at regularly scheduled auctions.  In the event
Freddie Mac shall at any time cease to designate any unsecured general
obligations of Freddie Mac as "Reference Bills Securities", then at the option
of Lender (i) Lender may select from time to time another
unsecured general obligation of Freddie Mac having original durations to
maturity most comparable to the term of the Reference Bill Index and issued by
Freddie Mac at regularly scheduled auctions, and the term "Reference Bills" as
used in this Note shall mean such other unsecured general obligations as
selected by Lender; or (ii) for any one or more Interest Adjustment Periods,
Lender may use the applicable LIBOR Index Rate as the Index Rate for such
Interest Adjustment Period(s). 

"Reference Bill Index" means
the one month Reference Bills.  One-month reference bills have original
durations to maturity of approximately 30 days.

"Reference Bill Index Rate"
means, for any Interest Adjustment Period after the first Interest Adjustment
Period, the Money Market Yield for the Reference Bills as established by the
Reference Bill auction conducted by Freddie Mac most recently preceding the
first day of such Interest Adjustment Period, as displayed on the Reference Bill
Index Page.  The Reference Bill Index Rate for the first Interest
Adjustment Period means the Money Market Yield for the Reference Bills as
established by the Reference Bill auction conducted by Freddie Mac most recently
preceding the first day of the month in which the first Interest Adjustment
Period begins, as displayed on the Reference Bill Index Page.  The
"Reference Bill Index Page" is the Freddie Mac Debt Securities Web Page
(accessed via the Freddie Mac internet site at www.freddiemac.com), or at the
option of Lender, any publication of Reference Bills auction results available
from Freddie Mac. However, if Freddie Mac has not conducted a Reference Bill
auction within the 60-calendar day period prior to the first day of an Interest
Adjustment Period, the Reference Bill Index Rate for such Interest Adjustment
Period will be the LIBOR Index Rate for such Interest Adjustment Period.


"Remaining
Amortization Period" means, at any point in time, the number of consecutive
calendarmonths equal to the number of months in the
Amortization Period minus the number of scheduled monthly installments of
principal and interest that have elapsed since the date of this
Note.

"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.

"Window Period" means the six
(6) consecutive calendar month period prior to the Scheduled Maturity
Date.

"Yield Maintenance Period" is
not applicable, there is no Yield Maintenance Period under this Note.

(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 c/o Capmark Finance Inc., 116 Welsh Road, Horsham,
Pennsylvania  19044, Attn:  Servicing - Account Manager, 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 Adjustable Interest Rate, subject to the provisions of Section 8 of
this Note. 

(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 applicable
Adjustable 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).  For convenience in determining the amount of a monthly
installment of principal and interest under this Note, Lender will use a 30/360
interest calculation payment schedule (each year is treated as consisting of
twelve 30-day months).  However, as provided above, the portion of the
monthly installment actually payable as and allocated to interest will be based
upon an actual/360 interest calculation schedule, and the amount of each
installment attributable to principal and the amount 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 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 calculated so as to equal
the monthly payment amount which would be payable on the Installment Due Date as
if the unpaid principal balance of this Note as of the first day of the Interest
Adjustment Period immediately preceding the Installment Due Date was to be fully
amortized, together with interest thereon at the Adjustable Interest Rate in
effect for such Interest Adjustment Period, in equal consecutive monthly
payments paid on the first day of each calendar month over the Remaining
Amortization Period.

(e)               
All remaining Indebtedness, including all principal and interest,
shall be due and payable by Borrower on the Maturity Date.

(f)                
Lender shall provide Borrower with Notice, given in the manner
specified in the Security Instrument, of the amount of each monthly installment
due under this Note.  However, if Lender has not provided Borrower with
prior notice of the monthly payment due on any Installment Due Date, then
Borrower shall pay on that Installment Due Date an amount equal to the monthly
installment payment for which Borrower last received notice.  If Lender at
any time determines that Borrower has paid one or more monthly installments in
an incorrect amount because of the operation of the preceding sentence, or
because Lender has miscalculated the Adjustable Interest Rate or has otherwise
miscalculated the amount of any monthly installment, then Lender shall give
notice to Borrower of such determination.  If such determination discloses
that Borrower has paid less than the full amount due for the period for which
the determination was made, Borrower, within 30 calendar days after receipt of
the notice from Lender, shall pay to Lender the full amount of the
deficiency.  If such determination discloses that Borrower has paid more
than the full amount due for the period for which the determination was made,
then the amount of the overpayment shall be credited to the next installment(s)
of interest only or principal and interest, as applicable, due under this Note
(or, if an Event of Default has occurred and is
continuing, such overpayment shall be credited against any amount owing by
Borrower to Lender).

(g)               
All payments under this Note shall be made in immediately
available U.S. funds.

(h)               
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.

(i)                 
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.    

(j)                
In accordance with Section 14, interest charged under this Note
cannot exceed the Maximum Interest Rate.   If the Adjustable Interest
Rate at any time exceeds the Maximum Interest Rate, resulting in the charging of
interest hereunder to be limited to the Maximum Interest Rate, then any
subsequent reduction in the Adjustable Interest Rate shall not reduce the rate
at which interest under this Note accrues below the Maximum Interest Rate until
the total amount of interest accrued hereunder equals the amount of interest
which would have accrued had the Adjustable Interest Rate at all times been in
effect.     

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 five (5) 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.

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. 

(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 any item below marked "Deferred";
provided however, that if no item is marked "Deferred", this
Section 9(c)(iv) shall be of no force or effect.  

[Deferred]       
Hazard Insurance premiums or other insurance premiums,

[Deferred]       
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 

(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. 

(b)              
Borrower may not voluntarily prepay any portion of the principal
balance of this Note during the Lockout Period, if a Lockout Period is
applicable to this Note.  However, if any portion of the principal balance
of this Note is prepaid during the Lockout Period by reason of the application
by Lender of any proceeds of collateral or other security to any portion of the
unpaid principal balance of this Note or following a determination that the
prohibition on voluntary prepayments during the Lockout Period is in
contravention of applicable law, then Borrower must also pay to Lender upon
demand by Lender, a prepayment premium equal to five percent (5.0%) of the
amount of principal being prepaid.

(c)               
Following the end of the Lockout Period, 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, then with 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.

(d)              
Notwithstanding subsection (c) 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 (c) 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.

(e)               
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(f).

(f)                
Except as provided in Section 10(g), 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:

(i)                 
3.0% of the amount of principal being prepaid if the prepayment
occurs prior to the twelfth (12th) Installment Due Date under this Note; or


(ii)               
2.0% of the amount of principal being prepaid if the prepayment
occurs on or after the twelfth (12th) Installment Due Date under this Note and
prior to the twenty-fourth (24th) Installment Due Date under this Note;
or

(iii)              
1.0% of the amount of principal being prepaid if the prepayment
occurs on or after the twenty-fourth (24th) Installment Due Date under this
Note.

(g)               
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, or (iii) any prepayment of the entire principal balance of
this Note that occurs on or after the thirty-sixth (36th) Installment Due Date
under this Note with the proceeds of a fixed interest rate or fixed-to-float
interest rate mortgage loan that is the subject of a binding commitment for
purchase between the Freddie Mac and a Freddie Mac-approved Program
Plusâ Seller/Servicer.

(h)               
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. 

(i)                 
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 any lockout and 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 lockout and
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.

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.  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.  If any applicable law limiting the
amount of interest or other charges permitted to be collected from Borrower in
connection with the Loan is interpreted so that any interest or other charge
provided for in any Loan Document, whether considered separately or together
with other charges provided for in any other Loan Document, violates that law,
and Borrower is entitled to the benefit of that law, that interest or charge is
hereby reduced to the extent necessary to eliminate that violation.  The
amounts, if any, previously paid to Lender in excess of the permitted amounts
shall be applied by Lender to reduce the unpaid principal balance of this Note.
For the purpose of determining whether any applicable law limiting the amount of
interest or other charges permitted to be collected from Borrower has been
violated, all Indebtedness that constitutes interest, as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated and spread ratably over the stated term of this
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 this Note.  

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, that 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. 

22.             
State-Specific Provisions. Consistent with the
provisions of Section 7 pertaining to requirements of applicable law, the
first sentence of Section 7 is modified to read as follows:  "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 by Lender within fifteen (15) days after the
installment or amount is due, Borrower shall pay to Lender, immediately and
without demand by Lender, a late charge equal to four percent (4%) of such
installment or other amount due."

ATTACHED EXHIBIT.   
The Exhibit noted
below, if marked with an "X" in the space provided, is attached to this Note:


	
X
	
 
	
Exhibit A
	
Modifications to Multifamily
Note



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. 

 


LANDMARK
(NC), LLC, a Delaware
limited liability company, d/b/a Landmark-Raleigh (NC), LLC, in North
Carolina

 

By:  Angeles Income Properties,
LTD. II, a California limited partnership, its member

 

By:  Angeles Realty Corporation
II, a California corporation, its managing general partner

 

 

 

By: /s/Patti K.
Fielding

Patti K. Fielding

Executive Vice President and Treasurer

 

 

 

 

 

 

 

 

 

 


 

PAY TO THE ORDER OF FEDERAL HOME LOAN
MORTGAGE CORPORATION, WITHOUT RECOURSE.

 

CAPMARK BANK, a Utah industrial bank

 

 

 

By: /s/Max W. Foore

Max W. Foore

Limited Signer

 

 

 

 

 

 

 

FHLMC Loan No.
487779258

 




EXHIBIT A 

 

MODIFICATIONS TO
MULTIFAMILY NOTE

 

 

The following modifications are made
to the text of the Note that precedes this Exhibit.

 

1.        
The second sentence of Section 9(c)(i) is deleted and replaced with the
following:

 

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 (a) because of a valid order issued in a bankruptcy,
receivership, or similar judicial proceeding, or (b) if such funds have been
applied by Borrower as required or permitted by the Security Instrument prior to
the occurrence of an Event of Default.

 

2.        
Section 19(b) of this Note is modified by deleting: “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” in the last sentence of the Section; and by
adding the following new sentence: 

 

The Modifications to Multifamily Note
set forth in this Exhibit A shall be null and void unless title to the Mortgaged
Property is vested in an entity whose Controlling Interest(s) are directly or
indirectly held by AIMCO REIT or AIMCO OP.  The capitalized terms used in
this Section are defined in the Security Instrument.

 

3.                 
Section 20 of this
Note is deleted and replaced with the following:

 

20.      
Consent to Jurisdiction and Venue.  Borrower agrees that any
controversy arising under or in relation to this Note shall be litigated
exclusively in the jurisdiction in which the Land is located (the "Property
Jurisdiction").  The state and federal courts and authorities with
jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over
all controversies which shall arise under or in relation to this Note. 
Borrower 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.