Exhibit 10.32

Old FHLMC Loan No.
002682478

New FHLMC Loan No. 504149288

HuntingtonAthletic Club Apartments

 

AMENDED AND
RESTATED

MULTIFAMILY
NOTE

MULTISTATE –
FIXED RATE

(REVISION DATE
02-15-2008)

(Recast
Transaction)

 

           
THIS AMENDED AND RESTATED MULTIFAMILY NOTE (“Amended and Restated Note”)
is made effective as of the 30th day of December, 2008, by NATIONAL PROPERTY INVESTORS 8,
a limited partnership
organized and existing under the laws of California ("Borrower")and the FEDERAL HOME LOAN MORTGAGE
CORPORATION (“Lender”).

 

                                                                   
RECITALS

 

A.                
Borrower is
the maker of a Multifamily Note (the
"Note"), dated as of May 8, 2000, in the original principal amount of
Seven Million Three Hundred Seventy-Two Thousand and 00/100 Dollars
($7,372,000.00), evidencing a loan (the "Loan") to Borrower in such
amount from GMAC Commercial Mortgage Corporation, a California corporation (the
"Original Lender").

 

B.                
The Note is
secured by that certain Multifamily Deed of Trust, Assignment of Rents, and
SecurityAgreement
dated as of May 8, 2000, from Borrower, as grantor, to Original Lender, as
grantee, recorded in the Deed Records of Wake County, North Carolina (the
“Land Records”) at Book 008584, Page 00302 (the
"Instrument").  The Instrument encumbers, among other things,
Borrower's interest in the land described in Exhibit A to the
Instrument.

 

C.                
Pursuant to a
Limited Guaranty dated as of May 8, 2000,AIMCO
Properties, L.P., a Delaware limited partnership, guaranteed some or all of
Borrower’s obligations under the terms of the Note and the
Instrument.

 

D.                
Original
Lender (i) endorsed the Note to Lender and (ii) assigned the Instrument to
Lender by Assignment of Security Instrument dated as of May 8, 2000 and recorded
in the Land Records at Book 008584, Page 00363.

 

E.                 
Borrower has
confirmed to Lender that Borrower has no defenses or offsets of any kind against
any of the indebtedness due under the Note.

 

F.                 
Borrower and
Lender have now agreed to amend and restate the Note so as to, among other
things, (i) reflect a current unpaid balance of Five Million Five Hundred Forty-Eight
Thousand Six Hundred Eighty and 93/100 Dollars ($5,548,680.93), (ii) amend the
maturity date, and (iii) amend the terms of payment.

 

NOW,
THEREFORE, in consideration of these premises, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties agree that the Note is amended and restated in its entirety in the form
attached hereto and made a part hereof.

 

FHLMC Loan No.
504149288
Huntington Athletic Club Apartments

MULTIFAMILY
NOTE

MULTISTATE – FIXED
RATE

(REVISION DATE 
2-15-2008)

 

	
US $5,548,680.93
	
Effective Date:  As of
December 30, 2008



FOR VALUE RECEIVED, the undersigned
(together with such party's or parties' successors and assigns,
"Borrower") jointly and severally (if more than one) promises to pay to
the order of CAPMARK BANK, a Utah industrial bank, the principal sum of
Five Million Five Hundred Forty-Eight Thousand Six Hundred Eighty and 93/100
Dollars (US $5,548,680.93), with interest on the unpaid principal balance,
as hereinafter provided.

1.                 
Defined Terms.  

(a)               
As used in this Note: 

"Base Recourse" means a
portion of the Indebtedness equal to zero percent (0%) of the original principal
balance of this Note.

"Business Day" means any day
other than a Saturday, a Sunday or any other day on which Lender or the national
banking associations are not open for business.

"Default Rate" means an annual
interest rate equal to four (4) percentage points above the Fixed Interest
Rate.  However, at no time will the Default Rate exceed the Maximum
Interest Rate.

"Fixed Interest Rate" means the
annual interest rate of eight and one hundred fifty thousandths percent
(8.150%). 

"Installment Due Date" means,
for any monthly installment of interest only or principal and interest, the date
on which such monthly installment is due and payable pursuant to Section 3 of
this Note. The "First Installment Due Date" under this Note is February
1, 2009.

"Lender" means the holder from
time to time of this Note.

"Loan" means the loan evidenced
by this Note.

"Maturity Date" means
the earlier of (i) June 1, 2020 (the "Scheduled Maturity
Date"), and (ii) the date on which the unpaid principal
balance of this Note becomes due and payable by acceleration or otherwise
pursuant to the Loan Documents or the exercise by Lender of any right or remedy
under any Loan Document. 

"Maximum Interest Rate" means
the rate of interest that results in the maximum amount of interest allowed by
applicable law. 

"Prepayment Premium Period"
means the period during which, if a prepayment of principal occurs, a prepayment
premium will be payable by Borrower to Lender.  The
Prepayment Premium Period is the period from and including the date of this Note
until but not including the first day of the Window Period.

"Security Instrument" means the
multifamily mortgage, deed to secure debt or deed of trust effective as of the
effective date of this Note, from Borrower to or for the benefit of Lender and
securing this Note.

"Treasury Security" means the
9.250% U.S. Treasury Security due February 1, 2016.

"Window Period" means the six
(6) consecutive calendar month period prior to the Scheduled Maturity
Date.

"Yield Maintenance Period"
means the period from and including the date of this Note until but not
including January 1, 2020.

(b)              
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 c/o Capmark Finance Inc., 116 Welsh Road, Horsham,
Pennsylvania  19044, Attn:  Servicing - Account Manager, or such other
place as may be designated by Notice to Borrower from or on behalf of
Lender.

3.                 
Payments.  

(a)               
Interest will accrue on the outstanding principal balance of this
Note at the Fixed Interest Rate, subject to the provisions of Section 8 of this
Note.  

(b)              
Interest under this Note shall be computed, payable and allocated
on the basis of a 360-day year consisting of twelve 30-day months.

(c)               
Unless disbursement of principal is made by Lender to Borrower on
the first day of a calendar month, interest for the period beginning on the date
of disbursement and ending on and including the last day of such calendar month
shall be payable by Borrower simultaneously with the execution of this
Note.  If disbursement of principal is made by Lender to Borrower on the
first day of a calendar month, then no payment will be due from Borrower at the
time of the execution of this Note.  The Installment Due Date for the first
monthly installment payment under Section 3(d) of interest only or principal and
interest, as applicable, will be the First Installment Due Date set forth in
Section 1(a) of this Note.  Except as provided in this Section 3(c) and in
Section 10, accrued interest will be payable in arrears. 

(d)              
Beginning on the First Installment Due Date, and continuing until
and including the monthly installment due on the Maturity Date, principal and
accrued interest shall be payable by Borrower in consecutive monthly
installments due and payable on the first day of each calendar month.  The
amount of the monthly installment of principal and interest payable pursuant to
this Section 3(d) on an Installment Due Date shall be Forty-One Thousand Two
Hundred Ninety-Five and 95/100 Dollars ($41,295.95).

(e)               
All remaining Indebtedness, including all principal and interest,
shall be due and payable by Borrower on the Maturity Date.

(f)                
All payments under this Note shall be made in immediately
available U.S. funds.

(g)               
Any regularly scheduled monthly installment of interest only or
principal and interest payable pursuant to this Section 3 that is received
by Lender before the date it is due shall be deemed to have been received on the
due date for the purpose of calculating interest due.

(h)               
Any accrued interest remaining past due for 30 days or more, at
Lender's discretion, may be added to and become part of the unpaid principal
balance of this Note and any reference 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
the amount received 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 by, among
other things, the Security Instrument, and reference is made to the Security
Instrument for other rights of Lender as to collateral for the
Indebtedness.

6.                 
Acceleration.  If an Event of Default has occurred
and is continuing, the entire unpaid principal balance, any accrued interest,
any prepayment premium payable under Section 10, 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
(except if notice is required by applicable law, then after such notice). 
Lender may exercise this option to accelerate regardless of any prior
forbearance.  For purposes of exercising such option, Lender shall
calculate the prepayment premium as if prepayment occurred on the date of
acceleration.  If prepayment occurs thereafter, Lender shall recalculate
the prepayment premium as of the actual prepayment date.

7.                 
Late Charge.

(a)               
If any monthly installment of interest or principal and interest
or other amount payable under this Note or under the Security Instrument or any
other Loan Document is not received in full by Lender within ten (10) days after
the installment or other amount is due, counting from and including the date
such installment or other amount is due (unless applicable law requires a longer
period of time before a late charge may be imposed, in which event such longer
period shall be substituted), Borrower shall pay to Lender, immediately and
without demand by Lender, a late charge equal to five percent (5%) of such
installment or other amount due (unless applicable law requires a lesser amount
be charged, in which event such lesser amount shall be substituted). 


(b)              
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 Section 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 Section 8.

8.                 
Default Rate.  

(a)               
So long as (i) any monthly installment under this Note
remains past due for thirty (30) days or more or (ii) any other Event of
Default has occurred and is continuing, then notwithstanding anything in Section
3 of this Note to the contrary, interest under this Note shall accrue on the
unpaid principal balance from the Installment Due Date of the first such unpaid
monthly installment or the occurrence of such other Event of Default, as
applicable, at the Default Rate.  

(b)              
From and after the Maturity Date, the unpaid principal balance
shall continue to bear interest at the Default Rate until and including the date
on which the entire principal balance is paid in full.  

(c)               
Borrower acknowledges that (i) its failure to make timely
payments will cause Lender to incur additional expenses in servicing and
processing the Loan, (ii) during the time that any monthly installment
under this Note is delinquent for thirty (30) days or more, 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 (iii)  it is
extremely difficult and impractical to determine those additional costs and
expenses.  Borrower also acknowledges that, during the time that any
monthly installment under this Note is delinquent for thirty (30) days or more
or any other Event of Default has occurred and is continuing, 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 Section 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 and to 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 other obligations of Borrower.

(b)              
Borrower shall be personally liable to Lender for the amount of
the Base Recourse, plus any other amounts for which Borrower has personal
liability under this Section 9. 

(c)               
In addition to the Base Recourse, Borrower shall be personally
liable to Lender for the repayment of a further portion of the Indebtedness
equal to any loss or damage suffered by Lender as a result of the occurrence of
any of the following events:

(i)                 
Borrower fails 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.  However, Borrower will not be
personally liable for any failure described in this subsection (i) if
Borrower is unable to pay to Lender all Rents and security deposits as required
by the Security Instrument because of a valid order issued in a bankruptcy,
receivership, or similar judicial proceeding.

(ii)               
Borrower fails to apply all insurance proceeds and condemnation
proceeds as required by the Security Instrument.  However, Borrower will
not be personally liable for any failure described in this subsection (ii)
if Borrower is unable to apply insurance or condemnation proceeds as required by
the Security Instrument because of a valid order issued in a bankruptcy,
receivership, or similar judicial proceeding.

(iii)              
Borrower fails to comply with Section 14(g) or (h) of the
Security Instrument relating to the delivery of books and records, statements,
schedules and reports.  

(iv)             
Borrower fails to pay when due in accordance with the terms of the
Security Instrument the amount of any item below marked "Deferred";
provided however, that if no item is marked "Deferred", this
Section 9(c)(iv) shall be of no force or effect. 

[Deferred]       
Hazard Insurance premiums or other insurance premiums,

[Deferred]       
Taxes, 

[Deferred]       
water and sewer charges (that could become a lien on the Mortgaged
Property),

[N/A]  
            ground rents,


[Deferred]       
assessments or other charges (that could become a lien on the Mortgaged
Property)

(d)              
In addition to the Base Recourse, Borrower shall be personally
liable to Lender for:

(i)                 
the performance of all of Borrower's obligations under
Section 18 of the Security Instrument (relating to environmental
matters);

(ii)               
the costs of any audit under Section 14(g) of the Security
Instrument; and 

(iii)              
any costs and expenses incurred by Lender in connection with the
collection of any amount for which Borrower is personally liable under this
Section 9, including Attorneys' Fees and Costs and the costs of conducting
any independent audit of Borrower's books and records to determine the amount
for which Borrower has personal liability.

(e)               
All payments made by Borrower with respect to the Indebtedness and
all amounts received by Lender from the enforcement of its rights under the
Security Instrument and the other Loan Documents shall be applied first to the
portion of the Indebtedness for which Borrower has no personal liability.


(f)                
Notwithstanding the Base Recourse, 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: 

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

(ii)               
a Transfer (including, but not limited to, a lien or encumbrance)
that is an Event of Default under Section 21 of the Security Instrument,
other than a Transfer consisting solely of the involuntary removal or
involuntary withdrawal of a general partner in a limited partnership or a
manager in a limited liability company; or 

(iii)              
fraud or written material misrepresentation by Borrower 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.

(g)               
To the extent that Borrower has personal liability under this
Section 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.  To the fullest
extent permitted by applicable law, in any action to enforce Borrower's personal
liability under this Section 9, Borrower waives any right to set off the
value of the Mortgaged Property against such personal liability.

10.             
Voluntary and Involuntary Prepayments.

(a)               
Any receipt by Lender of principal due under this Note prior to
the Maturity Date, other than principal required to be paid in monthly
installments pursuant to Section 3, constitutes a prepayment of principal
under this Note.  Without limiting the foregoing, any application by
Lender, prior to the Maturity Date, of any proceeds of collateral or other
security to the repayment of any portion of the unpaid principal balance of this
Note constitutes a prepayment under this Note. 

(b)              
Borrower may voluntarily prepay all of the unpaid principal
balance of this Note on an Installment Due Date so long as Borrower designates
the date for such prepayment in a Notice from Borrower to Lender given at least
30 days prior to the date of such prepayment.  If an Installment Due Date
(as defined in Section 1(a)) falls on a day which is not a Business Day, then
with respect to payments made under this Section 10 only, the term "Installment
Due Date" shall mean the Business Day immediately preceding the scheduled
Installment Due Date.

(c)               
Notwithstanding subsection (b) above, Borrower may voluntarily
prepay all of the unpaid principal balance of this Note on a Business Day other
than an Installment Due Date if Borrower provides Lender with the Notice set
forth in subsection (b) and meets the other requirements set forth in this
subsection.  Borrower acknowledges that Lender has agreed that Borrower may
prepay principal on a Business Day other than an Installment Due Date only
because Lender shall deem any prepayment received by Lender on any day other
than an Installment Due Date to have been received on the Installment Due Date
immediately following such prepayment and Borrower shall be responsible for all
interest that would have been due if the prepayment had actually been made on
the Installment Due Date immediately following such prepayment.

(d)              
Unless otherwise expressly provided in the Loan Documents,
Borrower may not voluntarily prepay less than all of the unpaid principal
balance of this Note.  In order to voluntarily prepay all or any part of
the principal of this Note, Borrower must also pay to Lender, together
with the amount of principal being prepaid, (i) all accrued and unpaid
interest due under this Note, plus (ii) all other sums due to Lender at the
time of such prepayment, plus (iii) any prepayment premium calculated
pursuant to Section 10(e).

(e)               
Except as provided in Section 10(f), a prepayment premium shall be
due and payable by Borrower in connection with any prepayment of principal under
this Note during the Prepayment Premium Period.  The prepayment premium
shall be computed as follows:

(i)                 
For any prepayment made during the Yield Maintenance Period, the
prepayment premium shall be whichever is the greater of subsections (A) and (B)
below:

(A)             
1.0% of the amount of principal being prepaid; or 

(B)             
the product obtained by multiplying:

(1)              
the amount of principal being prepaid or accelerated, 

by

(2)              
the excess (if any) of the Monthly Note Rate over the Assumed
Reinvestment Rate, 

by

(3)              
the Present Value Factor.

For purposes of subsection (B),
the following definitions shall apply:

Monthly Note Rate:one-twelfth (1/12) of the Fixed
Interest Rate, expressed as a decimal calculated to five digits.

Prepayment Date:  in the case of a voluntary
prepayment, the date on which the prepayment is made; in the case of the
application by Lender of collateral or security to a portion of the principal
balance, the date of such application.

Assumed Reinvestment
Rate: 
one-twelfth (1/12) of the yield rate, as of the close of the trading session
which is 5 Business Days before the Prepayment Date, on the Treasury Security,
as reported in The Wall Street Journal, expressed as a decimal calculated
to five digits.  In the event that no yield is published on the applicable
date for the Treasury Security, Lender, in its discretion, shall select the
non-callable Treasury Security maturing in the same year as the Treasury
Security with the lowest yield published in The Wall Street Journal as of
the applicable date.  If the publication of such yield rates in The Wall
Street Journal is discontinued for any reason, Lender shall select a
security with a comparable rate and term to the Treasury Security.  The
selection of an alternate security pursuant to this Section shall be made
in Lender’s discretion.

Present Value Factor: 
the factor that
discounts to present value the costs resulting to Lender from the difference in
interest rates during the months remaining in the Yield Maintenance Period,
using the Assumed Reinvestment Rate as the discount rate, with monthly
compounding, expressed numerically as follows:

 [1-{1/(1+ARR)}n]/ARR

 

 

n= the number of months remaining in
Yield Maintenance Period; provided, however, if a prepayment occurs on an
Installment Due Date, then the number of months remaining in the Yield
Maintenance Period shall be calculated beginning with the
month in which such prepayment occurs and if such prepayment occurs on a
Business Day other than an Installment Due Date, then the number of months
remaining in the Yield Maintenance Period shall be calculated beginning with the
month immediately following the date of such prepayment.

ARR = Assumed Reinvestment Rate

(ii)               
For any prepayment made after the expiration of the Yield
Maintenance Period but during the remainder of the Prepayment Premium Period,
the prepayment premium shall be 1.0% of the amount of principal being
prepaid.

(f)                
Notwithstanding any other provision of this Section 10, no
prepayment premium shall be payable with respect to (i) any prepayment made
during the Window Period, or (ii) any prepayment occurring as a result of
the application of any insurance proceeds or condemnation award under the
Security Instrument.

(g)               
Unless Lender agrees otherwise in writing, a permitted or required
prepayment of less than the 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. 

(h)               
Borrower recognizes that any prepayment of any of the unpaid
principal balance of this Note, whether voluntary or involuntary or resulting
from an Event of 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 in this Note
represents a reasonable estimate of the damages Lender will incur because of a
prepayment.  Borrower further acknowledges that the prepayment premium
provisions of this Note are a material part of the consideration for the Loan,
and 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.  To the fullest extent allowed
by applicable law, Borrower shall pay all expenses and costs, including
Attorneys' Fees and Costs 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.  Borrower and all endorsers and
guarantors of this Note and all other third party obligors waive 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.

14.             
Loan Charges.  Neither this Note 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.  If any applicable law limiting the
amount of interest or other charges permitted to be collected from Borrower in
connection with the Loan is interpreted so that any interest or other charge
provided for in any Loan Document, whether considered separately or together
with other charges provided for in any other Loan Document, 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 that violation.  The
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 this Note.
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, shall
be deemed to be allocated and spread ratably over the stated term of this
Note.  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 this Note.  

15.             
Commercial Purpose.  Borrower represents that
Borrower is incurring the Indebtedness solely for the purpose of carrying on a
business or commercial enterprise, and not for personal, family, household, or
agricultural 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 Property Jurisdiction.

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

19.             
Notices; Written Modifications.  

(a)               
All Notices, demands and other communications required or
permitted to be given pursuant to this Note shall be given in accordance with
Section 31 of the Security Instrument.  

(b)              
Any modification or amendment to this Note shall be ineffective
unless in writing signed by the party sought to be charged with such
modification or amendment; provided, however, in the event of a Transfer under
the terms of the Security Instrument that requires Lender's consent, any or some
or all of the Modifications to Multifamily Note set forth in Exhibit A to
this Note may be modified or rendered void by Lender at Lender's option, by
Notice to Borrower and the transferee, as a condition of Lender's
consent.

20.             
Consent to Jurisdiction and Venue.  Borrower
agrees that any controversy arising under or in relation to this Note may be
litigated in the Property Jurisdiction.  The state and federal courts and
authorities with jurisdiction in the Property Jurisdiction shall have
jurisdiction over all controversies that shall arise under or in relation to
this Note.  Borrower 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.  However, nothing in this Note is intended to limit any right
that Lender may have to bring any suit, action or proceeding relating to matters
arising under this Note in any court of any other jurisdiction.

21.             
WAIVER OF TRIAL BY JURY.  BORROWER 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 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. 

22.             
State-Specific Provisions. Consistent with the
provisions of Section 7 pertaining to requirements of applicable law, the
first sentence of Section 7 is modified to read as follows:  "If any
monthly installment of interest or principal and interest or other amount
payable under this Note or under the Security Instrument or any other Loan
Document is not received by Lender within fifteen (15) days after the
installment or amount is due, Borrower shall pay to Lender, immediately and
without demand by Lender, a late charge equal to four percent (4%) of such
installment or other amount due."

ATTACHED EXHIBIT.  The Exhibit noted below, if
marked with an "X" in the space provided, is attached to this Note: 


	
X
	
 
	
Exhibit A
	
Modifications to Multifamily
Note



IN WITNESS WHEREOF, and in consideration of the Lender's
agreement to lend Borrower the principal amount set forth above, Borrower has
signed and delivered this Note under seal or has caused this Note to be signed
and delivered under seal by its duly authorized
representative.


NATIONAL PROPERTY INVESTORS
8, A CALIFORNIA
LIMITED PARTNERSHIP,
a California limited partnership


 

By:      
NPI Equity Investments, Inc., a Florida corporation, its general
partner

 

 

 

By:  /s/Patti K. Fielding

Patti K. Fielding

Executive Vice President and Treasurer

 

 

 


 

LENDER:

FEDERAL HOME LOAN MORTGAGE CORPORATION

 

 

 

By:  /s/B. Stephen Lansbury

Name:  B. Stephen Lansbury

Title:  Director


SEEN AND
AGREED:

 

AIMCO PROPERTIES, L.P., a Delaware limited partnership

 

By:    AIMCO-GP, Inc., a Delaware
corporation, its general partner

 

 

 

By:  /s/Patti K. Fielding

Patti K. Fielding

Executive Vice President and Treasurer