.



Exhibit 10JJJ

 

 

MULTIFAMILY NOTE

 

	
US $5,850,000.00
	
as of November 30,
2009



 

 

           
FOR VALUE RECEIVED, the
undersigned ("Borrower") jointly and severally (if more than one)
promises to pay to the order of KeyCorp Real Estate Capital Markets,
Inc., an Ohio
corporation, the principal sum of Five Million Eight Hundred Fifty Thousand and
No/100ths Dollars (US $5,850,000.00), with interest accruing at the
Interest Rate on the unpaid principal balance from the Disbursement Date until
fully paid.

 

           
1.         Defined Terms.  In
addition to defined terms found elsewhere in this Note, as used in this Note,
the following definitions shall apply:

 

Amortization
Period:  360 months.

 

Business
Day:  Any day other than a Saturday, Sunday or any other day on
which Lender is not open for business.  

 

Debt
Service Amounts:  Amounts payable under this Note, the Security
Instrument or any other Loan Document.

 

Default
Rate:  A rate equal to the lesser of 4 percentage points above the
Interest Rate or the maximum interest rate which may be collected from Borrower
under applicable law.

 

Disbursement
Date:  The date of disbursement of Loan proceeds hereunder.

 

First
Payment Date:  The first day of January, 2010.  

 

Indebtedness: 
The principal of, interest on, or any other amounts due at any time under,
this Note, the Security Instrument or any other Loan Document, including
prepayment premiums, late charges, default interest, and advances to protect the
security of the Security Instrument under Section 12 of the Security Instrument.


 

Interest
Rate:  The annual rate of five and eight tenths percent (5.80%).

 

Lender: 
The holder of this Note.

 

Loan: 
The loan evidenced by this Note.

 

Loan
Term:  74 months.

 

Maturity
Date:  The first day of February 1, 2016, or any earlier date on
which the unpaid principal balance of this Note becomes due and payable by
acceleration or otherwise.

 

Property
Jurisdiction:  The jurisdiction in which the Land is located.

 

Security
Instrument:  A Multifamily Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing dated as of the date of this Note.

 

Yield Maintenance Period Term or Prepayment Premium Period
Term:  68 months.  

Yield
Maintenance Period End Date or Prepayment Premium Period End Date:  The
last day of July, 2015.  

 

Event
of Default, Key Principal and 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 KeyBank
Real Estate Capital, P.O. Box 145404, Cincinnati, Ohio 45250, or such other
place as may be designated by written notice to Borrower from or on behalf of
Lender.

 

           
3.         Payment of Principal and
Interest.  Principal and interest shall be paid as follows:

 

           
(a)        Short Month Interest.
 If disbursement of principal is made by Lender to Borrower on any day
other than the first day of the month, interest for the period beginning on the
Disbursement Date and ending on and including the last day of the month in which
such disbursement is made shall be payable simultaneously with the execution of
this Note.  

 

           
(b)        Interest Computation. 
Interest under this Note shall be computed on the basis of (check one only):

 

       
30/360.  A 360-day year consisting of twelve 30-day months.

 

       
Actual/360.  A 360-day year.  The amount of each monthlypayment made by Borrower pursuant to Paragraph
3(c) below that is allocated to interest will be based on the actual number of
calendar days during such month and shall be calculated by multiplying the
unpaid principal balance of this Note by the per annum Interest Rate, dividing
the product by 360 and multiplying the quotient by the actual number of days
elapsed during the month.  Borrower understands that the amount allocated
to interest for each month will vary depending on the actual number of calendar
days during such month.

 

           
(c)        Monthly Installments. 
Consecutive monthly installments of principal and interest, each in the amount
of Thirty-Four Thousand Three Hundred Twenty-Five and 05/100ths Dollars (US
$34,325.05), shall be payable on the First Payment Date and on the first day of
every month thereafter, until the entire unpaid principal balance evidenced by
this Note is fully paid.  Any remaining principal and interest shall be due
and payable on the Maturity Date.  The unpaid principal balance shall
continue to bear interest after the Maturity Date at the Default Rate set forth
in this Note until and including the date on which it is paid in full. 

 

(d)       
Payments Before Due Date.  Any regularly scheduled monthly
installment of principal and interest that is received by Lender before the date
it is due shall be deemed to have been received on the due date solely for the
purpose of calculating interest due.

 

           
(e)        Accrued Interest.  Any
accrued interest remaining past due for 30 days or more shall be added to and
become part of the unpaid principal balance and shall bear interest at the rate
or rates specified in this Note.  Any reference herein 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.

 

           
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 that payment 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, among other things, by the Security Instrument, and
reference is made to the Security Instrument for other rights of Lender
concerning the collateral for the Indebtedness.

 

           
6.         Acceleration.  If an
Event of Default has occurred and is continuing, the entire unpaid principal
balance, any accrued interest, the prepayment premium payable under Paragraph
10, if any, 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.  Lender may exercise this option to
accelerate regardless of any prior forbearance.

 

           
7.         Late Charge.  If any
monthly installment due hereunder is not received by Lender on or before the
10th day of each month or if any other amount payable under this Note or under
the Security Instrument or any other Loan Document is not received by Lender
within 10 days after the date such amount is due, counting from and including
the date such amount is due, Borrower shall pay to Lender, immediately and
without demand by Lender, a late charge equal to 5 percent of such monthly
installment or other amount due.  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 Paragraph 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 Paragraph 8.

 

           
8.         Default Rate.  So
long as any monthly installment or any other payment due under this Note remains
past due for 30 days or more, interest under this Note shall accrue on the
unpaid principal balance from the earlier of the due date of the first unpaid
monthly installment or other payment due, as applicable, at the Default
Rate.  If the unpaid principal balance and all accrued interest are not
paid in full on the Maturity Date, the unpaid principal balance and all accrued
interest shall bear interest from the Maturity Date at the Default Rate. 
Borrower also acknowledges that its failure to make timely payments will cause
Lender to incur additional expenses in servicing and processing the Loan, that,
during the time that any monthly installment or payment under this Note is
delinquent for more than 30 days, 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 that it is extremely difficult and
impractical to determine those additional costs and expenses.  Borrower
also acknowledges that, during the time that any monthly installment or other
payment due under this Note is delinquent for more than 30 days, 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 Paragraph 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 (as such term is defined in the Security Instrument) and 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
obligations of Borrower.

 

           
(b)        Borrower shall be personally
liable to Lender for the repayment of a portion of the Indebtedness equal to any
loss or damage suffered by Lender as a result of:

 

(1)       
failure of Borrower 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; 

 

(2)       
failure of Borrower to apply all insurance proceeds and condemnation proceeds as
required by the Security Instrument; 

 

(3)       
failure of Borrower to comply with Section 14(d) or (e) of the Security
Instrument relating to the delivery of books and records, statements, schedules
and reports;

 

(4)       
fraud or written material misrepresentation by Borrower, Key Principal 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; or 

 

(5)       
failure to apply Rents, first, to the payment of reasonable operating expenses
(other than Property management fees that are not currently payable pursuant to
the terms of an Assignment of Management Agreement or any other agreement with
Lender executed in connection with the Loan) and then to Debt Service Amounts,
except that Borrower will not be personally liable (i) to the extent that
Borrower lacks the legal right to direct the disbursement of such sums because
of a bankruptcy, receivership or similar judicial proceeding, or (ii) with
respect to Rents that are distributed in any calendar year if Borrower has paid
all operating expenses and Debt Service Amounts for that calendar year.

 

           
(c)        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: 

 

(1)       
Borrower's acquisition of any property or operation of any business not
permitted by Section 33 of the Security Instrument; or 

 

(2)       
a Transfer that is an Event of Default under Section 21 of the Security
Instrument.

 

           
(d)        To the extent that Borrower has
personal liability under this Paragraph 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. For purposes of this Paragraph 9, the term "Mortgaged Property" shall not
include any funds that (1) have been applied by Borrower as required or
permitted by the Security Instrument prior to the occurrence of an Event of
Default, or (2) Borrower was unable to apply as required or permitted by the
Security Instrument because of a bankruptcy, receivership, or similar judicial
proceeding.

 

           
10.       Voluntary and Involuntary
Prepayments.

 

           
(a)        A prepayment premium shall be
payable in connection with any prepayment made under this Note as provided
below:

 

                       
(1)        Borrower may voluntarily prepay
all (but not less than all) of the unpaid principal balance of this Note only on
the last calendar day of a calendar month (the "Last Day of the Month") and only
if Borrower has complied with all of the following:

 

(i)                 
Borrower must give Lender at least 30 days (if given via U.S. Postal
Service) or 20 days (if given via facsimile, email or overnight courier), but
not more than 60 days, prior written notice of Borrower's intention to make a
prepayment (the "Prepayment Notice").  The Prepayment Notice shall be given
in writing (via facsimile, email, U.S. Postal Service or overnight courier) and
addressed to Lender.  The Prepayment Notice shall include, at a minimum,
the Business Day upon which Borrower intends to make the prepayment (the
"Intended Prepayment Date").  

 

(ii)               
Borrower acknowledges that the Lender is not required to accept any
voluntary prepayment of this Note on any day other than the Last Day of the
Month even (A) if Borrower has given a Prepayment Notice with an Intended
Prepayment Date other than the Last Day of the Month or (B) if the Last Day of
the Month is not a Business Day.  Therefore, even if Lender accepts a
voluntary prepayment on any day other than the Last Day of the Month, for all
purposes (including the accrual of interest and the calculation of the
prepayment premium), any prepayment received by Lender on any day other than the
Last Day of the Month shall be deemed to have been received by Lender on the
Last Day of the Month and any prepayment calculation will include interest to
and including the Last Day of the Month in which such prepayment occurs. 
If the Last Day of the Month is not a Business Day, then the Borrower must make
the payment on the Business Day immediately preceding the Last Day of the
Month.  

 

(iii)              
Any prepayment shall be made by paying (A) the amount of principal being
prepaid, (B) all accrued interest (calculated to the Last Day of the Month), (C)
all other sums due Lender at the time of such prepayment, and (D) the
prepayment premium calculated pursuant to Schedule A.  

 

(iv)             
If, for any reason, Borrower fails to prepay this Note (A) within five
(5) Business Days after the Intended Prepayment Date or (B) if the prepayment
occurs in a month other than the month stated in the original Prepayment Notice,
then Lender shall have the right, but not the obligation, to recalculate the
prepayment premium based upon the date that Borrower actually prepays this Note
and to make such calculation as described in Schedule A attached hereto. 
For purposes of such recalculation, such new prepayment date shall be deemed the
"Intended Prepayment Date."  

 

(2)       
Upon Lender's exercise of any right of acceleration under this Note, Borrower
shall pay to Lender, in addition to the entire unpaid principal balance of this
Note outstanding at the time of the acceleration, (i) all accrued interest and
all other sums due Lender under this Note and the other Loan Documents, and
(ii) the prepayment premium calculated pursuant to Schedule A.

 

(3)       
Any application by Lender of any collateral or other security to the repayment
of any portion of the unpaid principal balance of this Note prior to the
Maturity Date and in the absence of acceleration shall be deemed to be a partial
prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.  

 

           
(b)        Notwithstanding the provisions of
Paragraph 10(a), no prepayment premium shall be payable (1) with respect to any
prepayment occurring as a result of the application of any insurance proceeds or
condemnation award under the Security Instrument, or (2) as provided in
subparagraph (c) of Schedule A.

 

           
(c)        Schedule A is hereby incorporated
by reference into this Note.

 

           
(d)        Any required prepayment of less
than the entire 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, unless Lender agrees otherwise in writing. 

 

           
(e)        Borrower recognizes that any
prepayment of the unpaid principal balance of this Note, whether voluntary or
involuntary or resulting from a 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 on Schedule A represents a reasonable estimate of the damages
Lender will incur because of a prepayment.

 

           
(f)        Borrower further acknowledges that
the prepayment premium provisions of this Note are a material part of the
consideration for the loan evidenced by this Note, and acknowledges 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 prepayment premium provisions. 

 

           
11.       Costs and Expenses.  Borrower
shall pay on demand all expenses and costs, including fees and out-of-pocket
expenses of attorneys and expert witnesses and costs of investigation, 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.  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 are waived by
Borrower, Key Principal, and all endorsers and guarantors of this Note and all
other third party obligors.

 

           
14.       Loan Charges.  Borrower and
Lender intend at all times to comply with the law of the State of Texas
governing the maximum rate or amount of interest payable on or in connection
with this Note and the Indebtedness (or applicable United States federal law to
the extent that it permits Lender to contract for, charge, take, reserve or
receive a greater amount of interest than under Texas law).  If the
applicable law is ever judicially interpreted so as to render usurious any
amount payable under this Note or under any other Loan Document, or contracted
for, charged, taken, reserved or received with respect to the Indebtedness, or
of acceleration of the maturity of this Note, or if any prepayment by Borrower
results in Borrower having paid any interest in excess of that permitted by any
applicable law, then Borrower and Lender expressly intend that all excess
amounts collected by Lender shall be applied to reduce the unpaid principal
balance of this Note (or, if this Note has been or would thereby be paid in
full, shall be refunded to Borrower), and the provisions of this Note, the
Security Instrument and any other Loan Documents immediately shall be deemed
reformed and the amounts thereafter collectible under this Note or any other
Loan Document reduced, without the necessity of the execution of any new
documents, so at to comply with any applicable law, but so as to permit the
recovery of the fullest amount otherwise payable under this Note or any other
Loan Document.  The right to accelerate the maturity of this Note does not
include the right to accelerate any interest which has not otherwise accrued on
the date of such acceleration, and Lender does not intend to collect any
unearned interest in the event of acceleration.  All sums paid or agreed to
be paid to Lender for the use, forbearance or detention of the Indebtedness
shall, to the extent permitted by any applicable law, be amortized, prorated,
allocated and spread throughout the full term of the Indebtedness until payment
in full so that the rate or amount of interest on account of the Indebtedness
does not exceed the applicable usury ceiling.  Notwithstanding any
provision contained in this Note, the Security Instrument or any other Loan
Document that permits the compounding of interest, including any provision by
which any accrued interest is added to the principal amount of this Note, the
total amount of interest that Borrower is obligated to pay and Lender is
entitled to receive with respect to the Indebtedness shall not exceed the amount
calculated on a simple (i.e. noncompounded) interest basis at the maximum rate
on principal amounts actually advanced to or for the account of Borrower,
including all current and prior advances and any advances made pursuant to the
Security Instrument or other Loan Documents (such as for the payment of taxes,
insurance premiums and similar expenses or costs).

 

           
15.       Commercial Purpose.  Borrower
represents that the Indebtedness is being incurred by Borrower solely for the
purpose of carrying on a business or commercial enterprise, and not for
personal, family or household 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 jurisdiction in which the Land is located.

 

           
18.       Captions.  The captions
of the paragraphs of this Note are for convenience only and shall be disregarded
in construing this Note.

 

           
19.       Notices.  All notices, demands
and other communications required or permitted to be given by Lender to Borrower
pursuant to this Note shall be given in accordance with Section 31 of the
Security Instrument.

 

           
20.       Consent to Jurisdiction and
Venue.   Borrower and Key Principal each agrees that any
controversy arising under or in relation to this Note shall be litigated
exclusively in 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 and Key Principal each 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.

 

           
21.       WAIVER OF TRIAL BY JURY.  BORROWER,
KEY PRINCIPAL 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, KEY PRINCIPAL 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. 

 

           


 

           
ATTACHED SCHEDULES.  The following Schedules are attached to this
Note:

 

                                               
          Schedule A
   Prepayment Premium (required) 

 

                                               
          Schedule B-I
            Modifications
to Multifamily Note (Bankruptcy)

 

       
  Schedule
B-II           Modifications
to Multifamily Note

 

[DOCUMENT EXECUTION OCCURS ON THE FOLLOWING PAGE]


           
IN WITNESS WHEREOF, Borrower has signed and delivered this Note or has
caused this Note to be signed and delivered by its duly authorized
representative.

 

 

 

BORROWER:

 

AIMCO
COVINGTON POINTE, L.P.,

a
Delaware limited partnership

 

By:      
DAVIDSON GP, L.L.C.,

           
a South Carolina limited liability company,

           
its General Partner

 

By:      
Davidson Income Real Estate, L.P.,

                       
a Delaware limited partnership,

           
            its Sole
Member

 

           
By:       Davidson Diversified Properties,
Inc.,

                                   
a Tennessee corporation,

                                   
its Managing General Partner

 

 

 

                                   
By:       /s/Patti K. Fielding

                                   
Patti K. Fielding

                                   
Executive Vice President and 

                                   
Treasurer

 

Borrower's
Employer ID Number: on file with Lender

 

 

 

 

	
Fannie
Mae Commitment Number:  
	
859138




 

ACKNOWLEDGMENT AND AGREEMENT OF
KEY PRINCIPAL TO 

PERSONAL LIABILITY FOR EXCEPTIONS
TO NON-RECOURSE LIABILITY

 

           
Key Principal, who has an economic interest in Borrower or who will otherwise
obtain a material financial benefit from the Loan, hereby absolutely,
unconditionally and irrevocably agrees to pay to Lender, or its assigns, on
demand, all amounts for which Borrower is personally liable under Paragraph 9 of
the Multifamily Note to which this Acknowledgment is attached (the
"Note").  The obligations of Key Principal shall survive any
foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu
of foreclosure, and any release of record of the Security Instrument. 
Lender may pursue its remedies against Key Principal without first exhausting
its remedies against the Borrower or the Mortgaged Property. All capitalized
terms used but not defined in this Acknowledgment shall have the meanings given
to such terms in the Security Instrument.  As used in this Acknowledgment,
the term "Key Principal" (each if more than one) shall mean only those
individuals or entities that execute this Acknowledgment.

 

           
The obligations of Key Principal shall be performed without demand by Lender and
shall be unconditional irrespective of the genuineness, validity, or
enforceability of the Note, or any other Loan Document, and without regard to
any other circumstance which might otherwise constitute a legal or equitable
discharge of a surety or a guarantor.  Key Principal hereby waives the
benefit of all principles or provisions of law, which are or might be in
conflict with the terms of this Acknowledgment, and agrees that Key Principal's
obligations shall not be affected by any circumstances which might otherwise
constitute a legal or equitable discharge of a surety or a guarantor.  Key
Principal hereby waives the benefits of any right of discharge and all other
rights under any and all statutes or other laws relating to guarantors or
sureties, to the fullest extent permitted by law, diligence in collecting the
Indebtedness, presentment, demand for payment, protest, all notices with respect
to the Note including this Acknowledgment, which may be required by statute,
rule of law or otherwise to preserve Lender's rights against Key Principal under
this Acknowledgment, including notice of acceptance, notice of any amendment of
the Loan Documents, notice of the occurrence of any default or Event of Default,
notice of intent to accelerate, notice of acceleration, notice of dishonor,
notice of foreclosure, notice of protest, notice of the incurring by Borrower of
any obligation or indebtedness and all rights to require Lender to (a) proceed
against Borrower, (b) proceed against any general partner of Borrower, (c)
proceed against or exhaust any collateral held by Lender to secure the repayment
of the Indebtedness, or (d) if Borrower is a partnership, pursue any other
remedy it may have against Borrower, or any general partner of Borrower. 
In addition, Key Principal waives the benefit of any right to discharge under
chapter 34 of the Texas Business and Commerce Code and all other rights of
sureties and guarantors thereunder.

 

           
At any time without notice to Key Principal, and without affecting the liability
of Key Principal hereunder, (a) the time for payment of the principal of or
interest on the Indebtedness may be extended or the Indebtedness may be renewed
in whole or in part; (b) the time for Borrower's performance of or compliance
with any covenant or agreement contained in the Note, or any other Loan
Document, whether presently existing or hereinafter entered into, may be
extended or such performance or compliance may be waived; (c) the maturity of
the Indebtedness may be accelerated as provided in the Note or any other Loan
Document; (d) the Note or any other Loan Document may be modified or amended by
Lender and Borrower in any respect, including an increase in the principal
amount; and (e) any security for the Indebtedness may be modified, exchanged,
surrendered or otherwise dealt with or additional security may be pledged or
mortgaged for the Indebtedness.

 

           
Key Principal acknowledges that Key Principal has received a copy of the Note
and all other Loan Documents.  Neither this Acknowledgment nor any of its
provisions may be waived, modified, amended, discharged, or terminated except by
an agreement in writing signed by the party against which the enforcement of the
waiver, modification, amendment, discharge, or termination is sought, and then
only to the extent set forth in that agreement.  Key Principal agrees to
notify Lender (in the manner for giving notices provided
in Section 31 of the Security Instrument) of any change of Key Principal's
address within 10 Business Days after such change of address occurs.  Any
notices to Key Principal shall be given in the manner provided in Section 31 of
the Security Instrument.  Key Principal agrees to be bound by Paragraphs 20
and 21 of the Note.

 

           
THIS ACKNOWLEDGMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

 

           
THIS ACKNOWLEDGMENT IS AN INSTRUMENT SEPARATE FROM, AND NOT A PART OF, THE
NOTE.  BY SIGNING THIS ACKNOWLEDGMENT, KEY PRINCIPAL DOES NOT INTEND TO
BECOME AN ACCOMMODATION PARTY TO, OR AN ENDORSER OF, THE NOTE.

 


 

           
IN WITNESS WHEREOF, Key Principal has signed and delivered this
Acknowledgment or has caused this Acknowledgment to be signed and delivered by
its duly authorized representative.

 

 

                                   
KEY
PRINCIPAL                 


           


AIMCO
PROPERTIES, L.P.,

a
Delaware limited partnership

 

By:      
AIMCO-GP, Inc.,

           
a Delaware corporation,

           
General Partner

 

           


           
By:       /s/Patti K. Fielding

                       
Patti K. Fielding

                       
Executive Vice President and Treasurer

 

 

                                   
Address:           Stanford
Place 3, 4582 South Ulster Street Parkway, Suite 1100

                                                           
Denver, Colorado 80237

 

                                   
Employer ID Number:  on file with Lender

 

 

 

 

 




 

SCHEDULE A

 

PREPAYMENT PREMIUM

 

 

Any
prepayment premium payable under Paragraph 10 of this Note shall be computed as
follows:

 

(a)       
If the prepayment is made at any time after the date of this Note and before the
Yield Maintenance Period End Date, the prepayment premium shall be the greater
of: 

 

(i)                                            
1% of the amount of principal being prepaid; or

 

(ii)                                           
The product obtained by multiplying:

 

(A)                                                      
the amount of principal being prepaid,

 

by

 

(B)      
the difference obtained by subtracting from the Interest Rate on this Note the
yield rate (the "Yield Rate") on the 4.5% U.S. Treasury Security due
November 2015 (the "Specified U.S. Treasury Security"), on the
twenty-fifth Business Day preceding (x) the Intended Prepayment Date, or (y) the
date Lender accelerates the Loan or otherwise accepts a prepayment pursuant to
Paragraph 10(a)(3) of this Note, as the Yield Rate is reported in The Wall
Street Journal,

 

by


 

(C)                                                      
the present value factor calculated using the following formula:

 

1 - (1 + r)-n/12

r

 

[r
=       Yield Rate

 n
=      the number of months remaining between
(1) either of the following: (x) in the case of a voluntary
prepayment, the Last Day of the Month during which the prepayment is made, or
(y) in any other case, the date on which Lender accelerates the unpaid
principal balance of this Note and (2) the Yield Maintenance Period End
Date]

 

In
the event that no Yield Rate is published for the Specified U.S. Treasury
Security, then the nearest equivalent non-callable U.S. Treasury Security having
a maturity date closest to the Yield Maintenance Period End Date of this Note
shall be selected at Lender's discretion.  If the publication of such Yield
Rates in The Wall Street Journal is discontinued, Lender shall determine
such Yield Rates from another source selected by Lender.

 

(b)        If the
prepayment is made on or after the Yield Maintenance Period End Date but before
the last calendar day of the 4th month prior to the month in which the Maturity
Date occurs, the prepayment premium shall be 1% of the amount of principal being
prepaid.

 

(c)       
Notwithstanding the provisions of Paragraph 10(a) of this Note, no prepayment
premium shall be payable with respect to any prepayment made on or after the
last calendar day of the 4th month prior to the month in which the Maturity Date
occurs.

 

 

[SCHEDULE A INITIALED ON THE FOLLOWING PAGE]


 

 

	
_____________________

	
Borrower
Initials



 

 




 

SCHEDULE B-I

 

MODIFICATIONS TO MULTIFAMILY NOTE

(Bankruptcy)

 

           
The following modifications are made to the text of the Multifamily Note that
precedes this Schedule:

 

           
Paragraph 9(c) of the Note is hereby modified by:

 

(i)        
deleting the "or" at the end of
Paragraph 9(c)(1); 

 

(ii)       
deleting the period at the end of Paragraph 9(c)(2) and substituting "; or" therefor; and

 

(iii)       adding the
following as a new Paragraph 9(c)(3):

 

 

"(3)the
occurrence of a Bankruptcy Event, provided that (A) with
respect to a Bankruptcy Event described in clause (iv) of the definition
thereof, Borrower shall only become personally liable to Lender for the
repayment of all of the Indebtedness ifBorrower, Key Principal or any Borrower
Affiliatefiles or joins in or solicits
the filing of such involuntary case, or fails to take appropriate actions on a
timely basis to oppose the filing of such involuntary case (whether filed by a
Borrower Affiliate or any other party), and (B) with respect to a Bankruptcy
Event described in clause (v) of the definition thereof, Borrower shall only
become personally liable to Lender for the repayment of all of the Indebtedness
if Borrower, Key Principal or any Borrower Affiliate consents to, joins in, or
fails to take appropriate actions on a timely basis to oppose an application for
the appointment of such receiver, liquidator, custodian, sequestrator, trustee
or other similar officer."

 

All capitalized terms used but not defined in the Note
(including this Schedule B) shall have the meanings given to such terms in the
Security Instrument (as that term is defined in this Note).

 

 

[SCHEDULE INITIALED ON THE FOLLOWING
PAGE]

 


 

	
_____________________

	
 
	
Borrower Initials

		


 

 

 




SCHEDULE B-II

 

MODIFICATIONS TO MULTIFAMILY NOTE

The
following modifications are made to the text of the Instrument that precedes
this Exhibit:

1.        
Section 9(b)(4) is modified by deleting “or” at the end thereof.

2.        
Section 9(b)(5) is modified to read as follows:

“(5)     
failure to apply Rents, first, to the payment of reasonable operating expenses
(other than Property management fees that are not currently payable pursuant to
the terms of an Assignment of Management Agreement or any other agreement with
Lender executed in connection with the Loan) and then to amounts (“Debt
Service Amounts”) payable under this Note, the Security Instrument or any
other Loan Document (except that Borrower will not be personally liable (i) to
the extent that Borrower lacks the legal right to direct the disbursement of
such sums because of a bankruptcy, receivership or similar judicial proceeding,
or (ii) with respect to Rents that are distributed in any calendar quarter if
Borrower has paid all operating expenses and Debt Service Amounts for such
calendar quarter to date); or”

3.                  
A new Section 9(b)(6) is added following Section 9(b)(5), stating as
follows:

“(6)     
failure to pay when due any water and sewer charges, fire, hazard or other
insurance premiums and ground rents owing from time to time in connection with
the Mortgaged Property.”

 

 

[SCHEDULE INITIALED ON THE FOLLOWING
PAGE]


 

                                                                                                           
_________________

                                                                                                           
(INITIALS)