EXHIBIT EXHIBIT AA

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MULTIFAMILY NOTE 

US $2,040,000.00 November 23, 2020 

FOR VALUE RECEIVED, the undersigned (“Borrower”) promises to pay to the order 

of BARINGS MULTIFAMILY CAPITAL LLC, a Michigan limited liability company 

(“Lender”), the principal amount of TWO MILLION FORTY THOUSAND AND 00/100 

DOLLARS (3$2,040,000.00) (the “Mortgage Loan”), together with interest thereon accruing at 

the Interest Rate on the unpaid principal balance from the date the Mortgage Loan proceeds are 

disbursed until fully paid in accordance with the terms hereof and of that certain Multifamily 

Loan and Security Agreement dated as of the date hereof, by and between Borrower and Lender 

(as the same may be amended, restated, replaced, supplemented or otherwise modified from time 

to time, the “Loan Agreement”). 

1. Defined Terms. 

Capitalized terms used and not specifically defined in this Multifamily Note (this “Note”) 

have the meanings given to such terms in the Loan Agreement. 

2. Repayment. 

Borrower agrees to pay the principal amount of the Mortgage Loan and interest on the 

principal amount of the Mortgage Loan from time to time outstanding at the Interest Rate or such 

other rate or rates and at the times specified in the Loan Agreement, together with all other 

amounts due to Lender under the Loan Documents. The outstanding balance of the Mortgage 

Loan and all accrued and unpaid interest thereon shall be due and payable on the Maturity Date, 

together with all other amounts due to Lender under the Loan Documents. 

3. Security. 

The Mortgage Loan evidenced by this Note, together with all other Indebtedness is 

secured by, among other things, the Security Instrument, the Loan Agreement and the other Loan 

Documents. All of the terms, covenants and conditions contained in the Loan Agreement, the 

Security Instrument and the other Loan Documents are hereby made part of this Note to the same 

extent and with the same force as if they were fully set forth herein. In the event of a conflict or 

inconsistency between the terms of this Note and the Loan Agreement, the terms and provisions 

of the Loan Agreement shall govern. 

4, Acceleration. 

In accordance with the Loan Agreement, if an Event of Default has occurred and is 

continuing, the entire unpaid principal balance of the Mortgage Loan, any accrued and unpaid 

interest, including interest accruing at the Default Rate, the Prepayment Premium (if applicable), 

and all other amounts payable under this Note, the Loan Agreement and any other Loan 

Document shall at once become due and payable, at the option of Lender, without any prior 

Multifamily Note — Multistate Form 6010 Page 1 

Fannie Mae 12-17 © 2017 Fannie Mae 

Legacy Apartments/Matter No. 16050 220 

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notice to Borrower, unless applicable law requires otherwise (and in such case, after satisfactory 

notice has been given). 

5. Personal Liability. 

The provisions of Article 3 (Personal Liability) of the Loan Agreement are hereby 

incorporated by reference into this Note to the same extent and with the same force as if fully set 

forth herein. 

6. Governing Law. 

This Note shall be governed in accordance with the terms and provisions of Section 15.01 

(Governing Law; Consent to Jurisdiction and Venue) of the Loan Agreement. 

7. Waivers. 

Presentment, demand for payment, notice of nonpayment and dishonor, protest and notice 

of protest, notice of acceleration, notice of intent to demand or accelerate payment or maturity, 

presentment for payment, notice of nonpayment, and grace and diligence in collecting the 

Indebtedness are waived by Borrower, for and on behalf of itself, Guarantor and Key Principal, 

and all endorsers and guarantors of this Note and all other third party obligors or others who may 

become liable for the payment of all or any part of the Indebtedness. 

8. Commercial Purpose. 

Borrower represents that the Indebtedness is being incurred by Borrower solely for the 

purpose of carrying on a business or commercial enterprise or activity, and not for agricultural, 

personal, family or household purposes. 

9. Construction; Joint and Several (or Solidary, as applicable) Liability. 

(a) Section 15.08 (Construction) of the Loan Agreement is hereby incorporated 

herein as if fully set forth in the body of this Note. 

(b) If more than one Person executes this Note as Borrower, the obligations of such 

Person shall be joint and several (solidary instead for purposes of Louisiana law). 

10. Notices. 

All Notices required or permitted to be given by Lender to Borrower pursuant to this 

Note shall be given in accordance with Section 15.02 (Notice) of the Loan Agreement. 

11. Time is of the Essence. 

Borrower agrees that, with respect to each and every obligation and covenant contained 

in this Note, time is of the essence. 

Multifamily Note — Multistate Form 6010 Page 2 

Fannie Mae 12-17 © 2017 Fannie Mae 

Legacy Apartments/Matter No. 16050.220 

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12. Loan Charges Savings Clause. 

Borrower agrees to pay an effective rate of interest equal to the sum of the Interest Rate 

and any additional rate of interest resulting from any other charges of interest or in the nature of 

interest paid or to be paid in connection with the Mortgage Loan and any other fees or amounts 

to be paid by Borrower pursuant to any of the other Loan Documents. Neither this Note, the 

Loan Agreement 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 permitted to be charged under applicable law. It is expressly stipulated 

and agreed to be the intent of Borrower and Lender at all times to comply with all applicable 

laws governing the maximum rate or amount of interest payable on the Indebtedness evidenced 

by this Note and the other Loan Documents. If any applicable law limiting the amount of 

interest or other charges permitted to be collected from Borrower is interpreted so that any 

interest or other charge or amount provided for in any Loan Document, whether considered 

separately or together with other charges or amounts provided for in any other Loan Document, 

or otherwise charged, taken, reserved or received in connection with the Mortgage Loan, or on 

acceleration of the maturity of the Mortgage Loan or as a result of any prepayment by Borrower 

or otherwise, 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 any such violation. 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 the Mortgage Loan without the payment of any 

prepayment premium (or, if the Mortgage Loan has been or would thereby be paid in full, shall 

be refunded to Borrower), and the provisions of the Loan Agreement and any other Loan 

Documents immediately shall be deemed reformed and the amounts thereafter collectible under 

the Loan Agreement and any other Loan Documents reduced, without the necessity of the 

execution of any new documents, so as to comply with any applicable law, but so as to permit 

the recovery of the fullest amount otherwise payable under the Loan Documents. 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, and any amount paid or agreed to be paid to Lender for the use, forbearance 

or detention of the Indebtedness, shall be deemed to be allocated and spread ratably over the 

stated term of the Mortgage Loan. 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 the Mortgage Loan. 

13. WAIVER OF TRIAL BY JURY. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF BORROWER 

AND LENDER (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 

Multifamily Note — Multistate Form 6010 Page 3 

Fannie Mae 12-17 © 2017 Fannie Mae 

Legacy Apartments/Matter No, 16050.220 

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BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF 

COMPETENT LEGAL COUNSEL. 

14. Receipt of Loan Documents. 

Borrower acknowledges receipt of a copy of each of the Loan Documents. 

15. Incorporation of Schedules. 

The schedules, if any, attached to this Note are incorporated fully into this Note by this 

reference and each constitutes a substantive part of this Note. 

16. Defined Terms. 

(a) As used hereunder, the term “Maximum Lawful Rate” shall mean the 

maximum lawful rate of interest which may be contracted for, charged, taken, received or 

reserved by Lender in accordance with the applicable laws of the State of Texas (or 

applicable United States federal law to the extent that such law permits Lender to contract 

for, charge, take, receive or reserve a greater amount of interest than under Texas law), 

taking into account all Charges (as defined below) made in connection with the 

transaction evidenced by this Note and the other Loan Documents. 

(b) As used hereunder, the term “Charges” shall mean all fees, charges and/or 

any other things of value, if any, contracted for, charged, taken, received or reserved by 

Lender in connection with the transactions relating to this Note and the other Loan 

Documents, which are treated as interest under applicable law. 

17.‘ Procedural Obligations of Borrower. 

(a) In addition to the provisions of Section 12 above, Borrower hereby agrees 

that as a condition precedent to any claim seeking usury penalties against Lender, 

Borrower will provide written notice to Lender, advising Lender in reasonable detail of 

the nature and amount of the violation, and Lender shall have sixty (60) days after receipt 

of such notice in which to correct such usury violation, if any, by either refunding such 

excess interest to Borrower or crediting such excess interest against this Note and/or the 

Indebtedness then owing by Borrower to Lender. All calculations of the rate of interest 

contracted for, charged, taken, reserved or received by Lender for the use, forbearance or 

detention of any debt evidenced by this Note and/or any other Loan Documents, that are 

made for the purpose of determining whether such rate exceeds the Maximum Lawful 

Rate, shall be made, to the extent permitted by applicable law, by amortizing, prorating, 

allocating and spreading, using the actuarial method, all interest contracted for, charged, 

taken, reserved or received by Lender throughout the full term of this Note and/or any 

other Loan Documents (including any and all renewal and extension periods). 

(b) Inno event shall the provisions of Chapter 346 of the Texas Finance Code 

(which regulates certain revolving credit loan accounts and revolving triparty accounts) 

apply to this Note and/or any Indebtedness. 

Multifamily Note — Multistate Form 6010 Page 4 

Fannie Mae 12-17 © 2017 Fannie Mae 

Legacy Apartments/Matter No. 16050.220 

‹±1⁄2 ́3a2 ̈ Õß­ ̈a3 Õ± ́Æ1⁄2aÊ ⁄ø22·a”øa ” ́¥ ̈·oø3·¥ß ‹ÀÕ ‹±1⁄2...øß Document System Source: FannieMae Multifamily DUS DocWay

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(c) Not later than the sixty-first (61st) day before the date Borrower files suit 

seeking penalties for Lender’s violation of the usury law (or not later than the time of 

Borrower filing a counterclaim in an original action by Lender), Borrower is required to 

give Lender written notice stating in reasonable detail the nature and amount of the 

violation. Lender is then entitled to correct such violation within the sixty (60) day 

period beginning with the date such notice is received. If the usury violation is raised on 

a counterclaim, Lender can petition the court to abate the proceedings for sixty (60) days 

to allow Lender to cure the violation. If Lender timely corrects such violation, Lender 

will not be liable to Borrower for such violation, except to reimburse Borrower for 

reasonable attorneys’ fees in the event the issue is raised by Borrower in a counterclaim. 

Lender is also not liable to Borrower for a violation of the usury penalty statute if Lender 

gives written notice to Borrower of Lender’s usury violation before Borrower itself gives 

written notice of the violation or files an action alleging the violation, and provided 

Lender corrects such violation not later than the sixtieth (60th) day after the date Lender 

actually discovered the violation that applies to the Note and/or any of the Indebtedness. 

Notwithstanding anything to the contrary contained herein or in any of the other Loan 

Documents, it is not the intention of Lender to accelerate the maturity of any interest that 

has not accrued at the time of such acceleration or to collect unearned interest at the time 

of such acceleration. 

18. Ceiling Election. 

To the extent that Lender is relying on Chapter 303 of the Texas Finance Code to 

determine the Maximum Lawful Rate payable on the Note and/or any other portion of the 

Indebtedness, Lender will utilize the weekly ceiling from time to time in effect as 

provided in such Chapter 303, as amended. To the extent United States federal law 

permits Lender to contract for, charge, take, receive or reserve a greater amount of 

interest than under Texas law, Lender will rely on United States federal law instead of 

such Chapter303 for the purpose of determining the Maximum Lawful Rate. 

Additionally, to the extent permitted by applicable law now or hereafter in effect, Lender 

may, at its option and from time to time, utilize any other method of establishing the 

Maximum Lawful Rate under such Chapter 303 or under other applicable law by giving 

notice, if required, to Borrower as provided by applicable law now or hereafter in effect. 

ATTACHED SCHEDULE. The following Schedule is attached to this Note: 

[| Schedule 1 Modifications to Note 

[Remainder of Page Intentionally Blank] 

Multifamily Note — Multistate Form 6010 Page 5 

Fannie Mae 12-17 © 2017 Fannie Mae 

Legacy Apartments/Matter No. 16050.220 

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IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal 

(where applicable) or has caused this Note to be signed and delivered under seal (where 

applicable) by its duly authorized representative. Where applicable law so provides, Borrower 

intends that this Note shall be deemed to be signed and delivered as a sealed instrument. 

BORROWER: 

APEX LEGACY TX LLC, 

a Texas limited liability company 

Name: Oron Zaf 

Title: 

 

Managing Member 

Multifamily Note — Multistate Form 6010 Page 6 

Fannie Mae 12-17 © 2017 Fannie Mae 

Legacy Apartments/Matter No. 16050.220 

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Fannie Mae Commitment Number: 

899033 

PAY TO THE ORDER OF 

Fannie Mae 

WITHOUT RECOURSE. 

LENDER: 

BARINGS MULTIFAMILY CAPITAL LLC, 

a Michigan limited liability company 

By: OS UC 

Name: Brad Casey YZ 

Title: Executive Managing Direét6r 

 

Multifamily Note — Multistate Form 6010 

Fannie Mae 12-17 

Legacy Apartments/Matter No. 16050.220 

Page 7 

© 2017 Fannie Mae 

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