Amended And Restated Promissory Note A

Exhibit 10.60

Loan No.: 50-2860546 Pooled Assets

AMENDED AND RESTATED PROMISSORY NOTE A This Amended and Restated Promissory Note amends and restates, in part, and is one of two notes into which that certain Whole Note is split and severed as more specifically set forth in Article V below.

$137,000,000.00 July 11, 2007

FOR VALUE RECEIVED, the undersigned, UTC PROPERTIES LLC, a Delaware limited liability company (" Borrower" ), having an address at P.O. Box 6380, Newport Beach, California 92658-6380, Attn: Senior Vice President, Project Finance and Banking, promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, " Lender" ), at the office of Lender at Commercial Real Estate Services, 8739 Research Drive URP 4, NC 1075, Charlotte, North Carolina 28262, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of One Hundred and Thirty-Seven Million and No/100 Dollars ($137,000,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the rate of five and seven hundred seventy-five one-thousandths percent (5.775%) (the " Note Rate" ), together with all other amounts due hereunder or under the other Loan Documents (as defined herein), in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts and dues, public and private. ARTICLE I.- TERMS AND CONDITIONS

1.1. Computation of Interest . Interest shall be computed hereunder based on a 360-day year and paid for the actual number of days elapsed (including the first day but excluding the last day). Interest shall accrue from the date on which funds are advanced hereunder (regardless of the time of day) through and including the day on which funds are credited pursuant to Section 1.2 hereof. 1.2. Payment of Principal and Interest . Payments in federal funds immediately available at the place designated for payment received by Lender prior to 2:00 p.m. local time on a day on which Lender is open for business at said place of payment shall be credited prior to close of business, while other payments, at the option of Lender, may not be credited until immediately available to Lender in federal funds at the place designated for payment prior to 2:00 p.m. local time on the next day on which Lender is open for business. Interest only shall be payable in one hundred twenty-three (123) consecutive monthly installments in the amounts set forth on Annex 1 , beginning on August 11, 2007 (the " First Payment Date" ), and continuing on the eleventh (11 th ) day of each and every calendar month thereafter through and including September 11, 2017 (each, a " Payment Date" ). On October 11, 2017 (the " Maturity Date" ), the entire outstanding principal balance hereof, together with all accrued but unpaid interest thereon, shall be due and payable in full. In the event any Payment Date falls on a non-business day, such Payment Date shall be extended to the next business day.

1.3. Application of Payments . So long as no Event of Default (as hereinafter defined) exists hereunder or under any other Loan Document, each such monthly installment shall be applied, first, to any amounts hereafter advanced by Lender hereunder or under any other Loan Document, second, to any late fees and other amounts payable to Lender, third, to the payment of accrued interest and last to reduction of principal.

1.4. Payment of " Short Interest" . If the advance of the principal amount evidenced by this Note is made on a date other than a Payment Date, Borrower shall pay to Lender contemporaneously with the execution hereof interest at the Note Rate for a period from the date hereof through and including the tenth (10 th ) day of either (x) this month, in the event that the date hereof is on or prior to the 11 th of the month, and (y) the immediately succeeding month, in the event that the date hereof is after the 11 th of the month.

1.5. Prepayment; Yield Maintenance; Defeasance .

(a) This Note may be prepaid in whole but not in part (except as otherwise specifically provided herein) at any time on or after April 11, 2009 provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty(30) days prior to the date of such prepayment, or such lesser time as Lender approves in its reasonable discretion (which notice may be revoked by Borrower at any time prior to the date of such prepayment), (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment and all other sums due hereunder or under the other Loan Documents, and (iii) if such prepayment occurs before April 11, 2017, Lender is paid a prepayment fee (the " Yield Maintenance Premium" ) in an amount equal to the greater of (A) one percent (1%) of the principal amount being prepaid, and (B) the present value of a series of payments each equal to the Payment Differential (as hereinafter defined) and payable on each Payment Date over the remaining original term of this Note through the first day of the Open Period (as hereinafter defined) and including the payment of outstanding principal balance of this Note on the first day of the Open Period, discounted at the Reinvestment Yield (as hereinafter defined) for the number of months remaining as of the date of such prepayment to each such Payment Date through the first day of the Open Period, based upon payments of principal (to the extent applicable) and interest through the first day of the Open Period. The term " Payment Differential" shall mean an amount equal to (i) the Note Rate less the Reinvestment Yield, divided by (ii) twelve (12) and multiplied by (iii) the principal sum outstanding under this Note after application of the constant monthly payment due under this Note on the date of such prepayment, provided that the Payment Differential shall in no event be less than zero. The term " Reinvestment Yield" shall mean an amount equal to the sum of (i) 0.50% plus (ii) the lesser of (A) the yield on the U.S. Treasury issue (primary issue) with a maturity date closest to the first date of the Open Period, or (B) the yield on the U.S. Treasury issue (primary issue) with a term equal to the remaining average life of the indebtedness evidenced by this Note, with such yield being based on the bid price for such issue as published in the Wall Street Journal on the date that is fourteen (14) days prior to the date of such prepayment (or, if such bid price is not published on that date, the next preceding date on which such bid price is so published) and converted to a monthly compounded nominal yield. In the event that any prepayment fee is due

hereunder, Lender shall deliver to Borrower a statement setting forth the amount and determination of the prepayment fee, and, provided that Lender shall have in good faith applied the formula described above, Borrower shall not have the right to challenge the calculation or the method of calculation set forth in any such statement in the absence of manifest error, which calculation may be made by Lender on any day between the fifteenth (15th) day preceding the date of such prepayment and the seventh (7 th ) day preceding the date of such prepayment. Lender shall not be obligated or required to have actually reinvested the prepaid principal balance at the Reinvestment Yield or otherwise as a condition to receiving the prepayment fee. This Note may be prepaid in whole but not in part without premium or penalty on any date beginning on or after April 11, 2017 (the " Open Period" ), provided (i) written notice of such prepayment is received by Lender not more than ninety (90) days and not less than thirty (30) days prior to the date of such prepayment (which notice may be revoked by Borrower at any time prior to the date of such prepayment), and (ii) such prepayment is accompanied by all interest accrued hereunder through and including the date of such prepayment, and all other sums due hereunder or under the other Loan Documents. If, upon any such permitted prepayment on or after April 11, 2017, the aforesaid prior written notice has not been timely received by Lender, there shall be due a prepayment fee equal to (and in lieu of the Yield Maintenance Premium) an amount equal to the lesser of (i) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid for the period from, and including, the date of prepayment through the earliest date prepayment could have occurred if Borrower had given Lender thirty (30) days' notice of prepayment, and (ii) interest computed at the Note Rate on the outstanding principal balance of this Note so prepaid that would have been payable for the period from, and including, the date of prepayment through the Maturity Date of this Note as though such prepayment had not occurred. (b) If the indebtedness evidenced by this Note shall have been declared due and payable by Lender pursuant to Article II hereof or the provisions of any other Loan Document due to an Event of Default by Borrower and in lieu of the Yield Maintenance Premium, then, in addition to the indebtedness evidenced by this Note being immediately due and payable, a prepayment fee in an amount equal to the greater of the Yield Maintenance Premium or one percent (1%) of the principal amount accelerated shall also then be immediately due and payable as though Borrower were prepaying the entire indebtedness on the date of such acceleration.

(c) Prepayments of this Note shall not be permitted, except as provided in Section 1.5(a) above and for full or partial prepayments resulting from Lender' s election to accelerate the outstanding principal balance of this Note pursuant to Section 2.21 of the Security Instrument or to apply insurance or condemnation proceeds to reduce the outstanding principal balance of this Note as provided in the Security Instrument, in which event no prepayment fee or premium shall be due. No notice of prepayment shall be required under the circumstances specified in the preceding sentence concerning insurance and condemnation proceeds or awards. No principal amount repaid may be reborrowed. Any such partial prepayments of principal shall be applied to the unpaid principal balance evidenced hereby and upon such application the amount of the monthly interest payments required to be paid pursuant to Section 1.2 above shall be reduced accordingly. Except as otherwise expressly provided in this Section, the prepayment fees provided above shall be due, to the extent permitted by applicable law, under any and all circumstances where all or any portion of this Note is paid prior to the first day of the Open

Period, whether such prepayment is voluntary or involuntary, including, without limitation, if such prepayment results from Lender' s exercise of its rights upon an Event of Default and acceleration of the Maturity Date of this Note (irrespective of whether foreclosure proceedings have been commenced), and shall be in addition to any other sums due hereunder or under any of the other Loan Documents. No tender of a prepayment of this Note with respect to which a prepayment fee is due shall be effective unless such prepayment is accompanied by the applicable prepayment fee. (d) In lieu of prepayment of the Loan in full under Section 1.5(a) above, Borrower may have the Property released from the lien of the Security Instrument prior to the Open Period in connection with a Defeasance (as hereinafter defined).

(i) On or after the earlier to occur of (A) the date that is three (3) years after the Closing Date and (B) the day immediately following the date which is two (2) years after the " startup day," within the meaning of Section 860G(a) (9) of the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the " Code" ), of a " real estate mortgage investment conduit," within the meaning of Section 860D of the Code (a " REMIC Trust" ), that holds this Note, at Borrower' s option, Lender shall cause the release of the Property from the lien of the Security Instrument and the other Loan Documents (a " Defeasance" ) upon the satisfaction of the following conditions:

(A) Borrower shall give not less than thirty (30) days' prior written notice to Lender (or such shorter period of time if permitted by Lender in its reasonable discretion) specifying the date Borrower intends for the Defeasance to be consummated (the " Release Date" ). (B) All accrued and unpaid interest and all other sums due under this Note and under the other Loan Documents up to and including the Release Date shall be paid in full on or prior to the Release Date.

(C) Borrower shall deliver to Lender on or prior to the Release Date:

(1)

at the election of Borrower, either (I) (x) direct, non-callable, fixed rate obligations of the United States of America (" U.S. Treasury Obligations" ) " ), including, without limitation, Treasury strips where the underlying securities from which such strips arose are U.S. Treasury Obligations, or (y) non-callable, fixed rate obligations, other than U.S. Treasury Obligations, that are " government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, including, without limitation, strips where the underlying securities from which such strips arose are " government securities" ((x) and (y), collectively, " U.S. Obligations" ), that provide for payments prior, but as close as possible, to all successive monthly Payment Dates occurring after the Release Date and to, at Borrower' s option, the first day of the Open Period, the Maturity Date or any monthly

Payment Date between such dates (as applicable, the " Defeasance Payment Date" ), with each such payment, when taken together with any unapplied amounts from prior payments on the hereinafter-defined Defeasance Collateral (" Excess Cash Collateral" ) (but without regard to investment earnings on such Excess Cash Collateral), being equal to or greater than the amount of the corresponding installment of principal and/or interest required to be paid under this Note (including, but not limited to, the outstanding principal balance of the Loan on the Defeasance Payment Date) through the Defeasance Payment Date (the " Defeasance Collateral" ), and which shall be due and payable on such date, each of which shall be duly endorsed by the holder thereof as reasonably directed by Lender or accompanied by a written instrument of transfer in form and substance reasonably satisfactory to Lender (including, without limitation, such instruments as may be required by the depository institution holding such securities or the issuer thereof, as the case may be, to effectuate book-entry transfers and pledges through the book-entry facilities of such institution) in order to perfect upon the delivery of the Defeasance Security Agreement (as hereinafter defined) the first priority security interest in the Defeasance Collateral in favor of Lender in conformity with all applicable state and federal laws governing granting of such security interests, or (II) a sum of money in immediately available funds (the " Defeasance Deposit" ) equal to the outstanding principal balance of this Note plus an amount, if any, which together with the outstanding principal balance of this Note, shall be sufficient to enable Lender to purchase, through means and sources customarily employed and available to Lender, for the account of Borrower, the Defeasance Collateral.

(2) a pledge and security agreement, in form and substance reasonably satisfactory to Lender, creating a first priority security interest in favor of Lender in the Def ...