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PROMISSORY NOTE <br /> (Pleasanton Assisted Living) <br /> $2,490,000 Pleasanton, California <br /> September 1, 2005 <br /> FOR VALUE RECEIVED, the undersigned BLP Partnership, Inc., a California nonprofit <br /> public benefit corporation ("Borrower") hereby promises to pay to the order of the City of <br /> Pleasanton ("Holder"), a principal amount of up to Two Million Four Hundred Ninety Thousand <br /> Dollars ($2,490,000) or so much thereof as is disbursed to Borrower pursuant to the Loan <br /> Agreement (as defined below), plus interest thereon pursuant to Section 2 below. <br /> 1. Borrower's Obligation. This promissory note (the "Note") evidences <br /> Borrower's obligation to pay Holder the principal amount of up to Two Million Four Hundred <br /> Ninety Thousand Dollars ($2,490,000) for the funds loaned to Borrower by Holder to finance the <br /> development of the Property pursuant to the Loan Agreement between Borrower and Holder <br /> dated the same date as this Note (the "Loan Agreement"). All capitalized terms not otherwise <br /> defined in this Note shall have the meanings set forth in the Loan Agreement. <br /> 2. Interest. Subject to Section 2.3(b)(ii)(4) and 2.3(b)(iv) of the Loan <br /> Agreement, this Note shall bear simple interest at the rate of ten percent (10%) per annum on the <br /> principal amount outstanding from the date of this Note until paid. <br /> 3. Term and Repayment Requirements. The term of this Note (the "Term"), <br /> shall commence with the date of this Note and shall expire on the date which is fifty-five (55) <br /> years from the date of this Note. This Note shall be due and payable as set forth in Section 2.3 of <br /> the Loan Agreement. <br /> 4. Security. This Note is to be secured by a Deed of Trust (the "Deed of <br /> Trust"), to be recorded upon again Borrower' leasehold interest in the Property. <br /> 5. Terms of Payment. <br /> (a) All payments due under this Note shall be paid in currency of the <br /> United States of America, which at the time of payment is lawful for the payment of public and <br /> private debts. <br /> (b) All payments on this Note shall be paid to Holder at City of <br /> Pleasanton, P.O. Box 520, Pleasanton, CA 94566, Attention: City Manager, or to such other <br /> place as Holder of this Note may from time to time designate. <br /> (c) Upon recordation of the Deed of Trust against the Property, this <br /> Note shall become nonrecourse to Borrower, pursuant to Section 2.9 of the Loan Agreement. <br /> 1 <br /> 144V105\217603.7 <br />