UNIVERSITY REAL ESTATE PARTNERSHIP V
PROMISSORY NOTE FOR PRINCIPAL AMOUNT: $13,630,000
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>3
<FILENAME>d96620ex10-29.txt
<DESCRIPTION>PROMISSORY NOTE FOR PRINCIPAL AMOUNT: $13,630,000
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                                                                   EXHIBIT 10.29

                                                                 LOAN NO. 99-121

                                 PROMISSORY NOTE
                                   (Tranche A)
$13,630,000                                                        June 30, 1999


1.       PROMISE TO PAY.

         FOR VALUE RECEIVED, MERIDIAN SUPERSTITION PARK INVESTORS, L.L.C., an
Arizona limited liability company ("MAKER") whose address is 2001 Ross Avenue,
Suite 4600, Dallas, Texas 75201, promises to pay to the order of HELLER
FINANCIAL, INC., a Delaware corporation, and its successors and assigns
("HOLDER") the sum of Thirteen Million Six Hundred Thirty Thousand and no/100
Dollars ($13,630,000), or so much thereof as may be advanced and outstanding,
together with all other amounts added thereto pursuant to this Note or otherwise
payable to Holder under the Loan Documents (as hereinafter defined), including,
but not limited to, any Participation or Preferred Payment as defined and set
forth in the Loan Agreement (as hereinafter defined) (or so much thereof as may
from time to time be outstanding), together with interest on the foregoing at
the rates hereinafter set forth, all payable in lawful money of the United
States of America (collectively, the "LOAN"). Payments shall be made to Holder
at 500 West Monroe Street, 15th Floor, Chicago, Illinois 60661 (or such other
address as Holder may hereafter designate in writing to Maker).

         This Note is secured by, among other things, that certain Deed of
Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing of
even date herewith (the "TRUST DEED") encumbering, among other things, the
property commonly described as the Superstition Park Apartments located at 30
West Carter, Tempe, Arizona (the "PROPERTY"). This Note, the Trust Deed, the
Loan Agreement of even date herewith (the "LOAN AGREEMENT") and any other
documents evidencing or securing the Loan or executed in connection therewith,
and any modification, renewal or extension of any of the foregoing are
collectively called the "LOAN DOCUMENTS".

2.       PRINCIPAL AND INTEREST.

         So long as no Event of Default (as hereinafter defined) exists,
interest shall accrue on the principal balance hereof from time to time
outstanding and Maker shall pay interest thereon at a rate equal to a floating
rate per annum equal to 3.25% plus the Base Rate (the aggregate rate referred to
as the "INTEREST RATE"). "BASE RATE" shall mean the rate published each business
day in the Wall Street Journal for notes maturing 3 months after issuance under
the caption "Money Rates, London Interbank Offered Rates (Libor)". The Interest
Rate for each calendar month shall be fixed based upon the Base Rate published
prior to and in effect on the first (1st) business day of such month. Interest
shall be calculated based on a 360 day year and charged for the actual number of
days elapsed.



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3.       PAYMENT.

         Commencing on August 1, 1999, Maker shall pay interest computed at the
Interest Rate monthly in arrears on the first (1st) day of each month.

         On or before the twentieth (20th) day after the end of each calendar
quarter, Maker shall make principal amortization payments in the following
amounts: (a) with respect to each such calendar quarter ending on or before June
30, 2000, an amount equal to 45% of Excess Cash Flow during such calendar
quarter, and (b) with respect to each such calendar quarter thereafter, an
amount equal to 100% of Excess Cash Flow during such calendar quarter.

         This Note shall be due and payable on or before June 30, 2002, or any
earlier date on which this Note shall be required to be paid in full, whether by
acceleration or otherwise (the "MATURITY DATE").

4.       PREPAYMENT.

         Maker may prepay this Note in full upon not less than five (5) days
prior written notice to Holder, provided that Maker concurrently pays the
Preferred Payment or the Participation, as applicable (as such terms are defined
in the Loan Agreement) then due to Holder.

5.       DEFAULT.

         5.1 Events of Default.

         Any of the following shall constitute an "EVENT OF DEFAULT" under this
Note: (a) failure to pay any amounts owed pursuant to this Note within 5
calendar days after such payment is due; or (b) the occurrence of any default
under any of the other Loan Documents, after giving effect to any applicable
grace or cure period.

         5.2 Remedies.

         So long as an Event of Default remains outstanding: (a) interest shall
accrue at a rate equal to the Interest Rate plus 4% per annum (the "DEFAULT
RATE"); (b) Holder may, at its option and without notice (such notice being
expressly waived), declare this Note immediately due and payable; and (c) Holder
may pursue all rights and remedies available under the Trust Deed or any other
Loan Documents. Holder's rights, remedies and powers, as provided in this Note
and the other Loan Documents, are cumulative and concurrent, and may be pursued
singly, successively or together against Maker, any guarantor of the Loan, the
security described in the Loan Documents, and any other security given at any
time to secure the payment hereof, all at the sole discretion of Holder.
Additionally, Holder may resort to every other right or remedy available at law
or in equity without first exhausting the rights and remedies contained herein,
all in Holder's sole discretion. Failure of Holder, for any period of time or on
more than one occasion, to exercise its option to accelerate the Maturity Date
shall not constitute a waiver of the right to



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exercise the same at any time during the continued existence of any Event of
Default or any subsequent Event of Default.

         If any attorney is engaged: (i) to collect the Loan or any sums due
under the Loan Documents, whether or not legal proceedings are thereafter
instituted by Holder; (ii) to represent Holder in any bankruptcy,
reorganization, receivership or other proceedings affecting creditors' rights
and involving a claim under this Note; (iii) to protect the liens of the Trust
Deed or any of the Loan Documents; (iv) to represent Holder in any other
proceedings whatsoever in connection with the Trust Deed or any of the Loan
Documents including post judgment proceedings to enforce any judgment related to
the Loan Documents; or (v) in connection with seeking an out-of court workout or
settlement of any of the foregoing, then Maker shall pay to Holder all costs,
reasonable attorneys' fees and expenses in connection therewith, in addition to
all other amounts due hereunder.

6.       LATE CHARGE.

         If payments of principal, interest due under this Note, or any other
amounts due under the other Loan Documents are not timely made and remain
overdue for a period of 5 days, Maker, without notice or demand by Holder,
promptly shall pay an amount ("LATE CHARGE") equal to 4% of each delinquent
payment.

7.       GOVERNING LAW; SEVERABILITY.

         This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois. The invalidity, illegality or
unenforceability of any provision of this Note shall not affect or impair the
validity, legality or enforceability of the remainder of this Note, and to this
end, the provisions of this Note are declared to be severable.

8.       WAIVER.

         Except for the notice requirements expressly specified in the Loan
Documents, Maker, for itself and all endorsers, guarantors and sureties of this
Note, and their heirs, legal representatives, successors and assigns, hereby
waives presentment for payment, demand, notice of nonpayment, notice of
dishonor, protest of any dishonor, notice of protest and protest of this Note,
and all other notices in connection with the delivery, acceptance, performance,
default or enforcement of the payment of this Note, and agrees that their
respective liability shall be unconditional and without regard to the liability
of any other party and shall not be in any manner affected by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Holder. Maker, for itself and all endorsers, guarantors and sureties and their
heirs, legal representatives, successors and assigns of this Note, hereby
consents to every extension of time, renewal, waiver or modification that may be
granted by Holder with respect to the payment or other provisions of this Note,
and to the release of any makers, endorsers, guarantors or sureties, and their
heirs, legal representatives, successors and assigns, and of any collateral
given to secure the payment hereof, or any part hereof, with or without
substitution, and agrees that additional makers, endorsers, guarantors or
sureties and their heirs, legal representatives, successors and assigns, may
become



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parties hereto without notice to Maker or to any endorser, guarantor or surety
and without affecting the liability of any of them.

9.       SECURITY, APPLICATION OF PAYMENTS.

         This Note is secured by the liens, encumbrances and obligations created
hereby and by the other Loan Documents and the terms and provisions of the other
Loan Documents are hereby incorporated herein. Payments will be applied, at
Holder's option, first to any fees, expenses or other costs Maker is obligated
to pay under this Note or the other Loan Documents to the extent accrued and
unpaid, second to accrued and unpaid interest due on this Note or the other Loan
Documents, third to the outstanding principal balance of this Note, fourth to
the outstanding principal balance of that certain Promissory Note (Tranche B) of
even date herewith for the original principal sum of $5,000,000, and fifth, to
the Preferred Payment or the Participation, as applicable (as such terms are
defined in the Loan Agreement).

10.      MISCELLANEOUS.

         10.1 Amendments.

         This Note may not be terminated or amended orally, but only by a
termination or amendment in writing signed by Holder.

         10.2 Lawful Rate of Interest.

         In no event whatsoever shall the amount of interest paid or agreed to
be paid to Holder pursuant to this Note or any of the Loan Documents exceed the
highest lawful rate of interest permissible under applicable law. If, from any
circumstances whatsoever, fulfillment of any provision of this Note and the
other Loan Documents shall involve exceeding the lawful rate of interest which a
court of competent jurisdiction may deem applicable hereto ("EXCESS INTEREST"),
then ipso facto, the obligation to be fulfilled shall be reduced to the highest
lawful rate of interest permissible under such law and if, for any reason
whatsoever, Holder shall receive, as interest, an amount which would be deemed
unlawful under such applicable law, such interest shall be applied to the Loan
(whether or not due and payable), and not to the payment of interest, or
refunded to Maker if such Loan has been paid in full. Neither Maker nor any
guarantor, endorser or surety nor their heirs, legal representatives, successors
or assigns shall have any action against Holder for any damages whatsoever
arising out of the payment or collection of any such Excess Interest. Maker
agrees to an effective rate of interest that is the rate of interest stated in
this Note or in any other Loan Documents plus any additional rate of interest
resulting from any other charges in the nature of interest paid or to be paid by
Maker for any benefit received or to be received by Holder.

         10.3 Captions.

         The captions of the Paragraphs of this Note are for convenience of
reference only and shall not be deemed to modify, explain, enlarge or restrict
any of the provisions hereof.



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         10.4 Notices.

         Notices shall be given under this Note in conformity with the terms and
conditions of the Loan Agreement.

         10.5 Joint and Several.

         The obligations of Maker under this Note shall be joint and several
obligations of Maker and of each Maker, if more than one, and of each Maker's
heirs, personal representatives, successors and assigns.

         10.6 Time of Essence.

         Time is of the essence of this Note and the performance of each of the
covenants and agreements contained herein.

11.      EXCULPATION.

         Subject to the provisions set forth below, neither Maker nor any
Principal (as defined in the Loan Agreement) shall be personally liable to pay
the Loan, or any other amount due, or to perform any obligation, under the Loan
Documents, and Holder agrees to look solely to the Property and any other
collateral heretofore, now, or hereafter pledged by any party to secure the
Loan. Notwithstanding the foregoing, Maker and each Principal, jointly and
severally, shall be personally liable for:

                  (a) all losses, damages, costs and expenses including
         reasonable attorneys' fees incurred by Holder as a result of (i) any
         failure after the occurrence and during the continuance of any Event of
         Default (without benefit of any applicable grace or cure period), to
         apply any portion of the gross income from the Property to the Loan or
         to customary operating expenses of the Property, (ii) fraud,
         misappropriation of any funds deriving from the Property or material
         misrepresentation by Maker, any Principal or affiliate thereof or by
         the Manager (as defined in the Loan Agreement), (iii) any intentional
         or material waste or abandonment of the Property by Maker, any
         Principal or affiliate thereof or by the Manager (as defined in the
         Loan Agreement), or (iv) any breach of any representation, warranty,
         covenant or obligation concerning Hazardous Materials (as defined in
         the Environmental Indemnity) set forth in that certain Hazardous
         Materials Indemnity Agreement ("ENVIRONMENTAL INDEMNITY") from Maker
         and Principals to Holder of even date herewith, each as amended from
         time to time, and

                  (b) repayment of the Loan and all other obligations of Maker
         under the Loan Documents in the event of any breach of any of the
         covenants in Sections 12 or 13 of the Trust Deed pertaining to
         transfers of interests and additional encumbrances, respectively.



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         The foregoing shall in no way limit or impair the enforcement against
the Property or any other collateral security granted by the Loan Documents of
any of the Holder's rights and remedies pursuant to the Loan Documents.

12.      SALE OF LOAN.

         Holder, at any time and without the consent of Maker, may grant
participations in or sell, transfer, assign and convey all or any portion of its
right, title and interest in and to the Loan, this Note, the Trust Deed and the
other Loan Documents, any guaranties given in connection with the Loan and any
collateral given to secure the Loan.

13.      VENUE.

         MAKER AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY,
INDIRECTLY OR OTHERWISE IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS NOTE
SHALL BE LITIGATED, AT HOLDER'S SOLE DISCRETION AND ELECTION, ONLY IN COURTS
HAVING A SITUS WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS. MAKER HEREBY
CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT
LOCATED WITHIN SAID COUNTY AND STATE AND WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS. MAKER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND
AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON MAKER BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO MAKER, AT THE ADDRESS
SET FORTH IN THE LOAN AGREEMENT, AND SERVICE SO MADE SHALL BE COMPLETE TEN (10)
DAYS AFTER THE SAME HAS BEEN POSTED.

14.      JURY TRIAL WAIVER.

         MAKER, AND HOLDER BY ITS ACCEPTANCE OF THIS NOTE, HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR
RELATED TO, THE SUBJECT MATTER OF THIS NOTE AND THE BUSINESS RELATIONSHIP THAT
IS BEING ESTABLISHED. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
MADE BY MAKER AND BY HOLDER, AND MAKER ACKNOWLEDGES THAT NEITHER HOLDER NOR ANY
PERSON ACTING ON BEHALF OF HOLDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR
NULLIFY ITS EFFECT. MAKER AND HOLDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT MAKER AND HOLDER HAVE
ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THAT EACH OF THEM
WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. MAKER AND
HOLDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN



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REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF
THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

         IN WITNESS WHEREOF, Maker has executed this Note or has caused the same
to be executed by its duly authorized representatives as of the date first set
forth above.


                                       MAKER:

                                       MERIDIAN SUPERSTITION PARK INVESTORS,
                                       L.L.C., an Arizona limited liability
                                       company



                                       By: /s/ DAVID K. RONCK
                                          --------------------------------------
                                          David K. Ronck, Vice President



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