MULTIFAMILY NOTE
(Copperfield)
US $3,577,000.00 Houston, Texas
--------------
City
As of April 18, 1997
FOR VALUE RECEIVED, the undersigned promise to pay GMAC COMMERCIAL
MORTGAGE CORPORATION, a California corporation or order, the principal sum of
THREE MILLION FIVE HUNDRED SEVENTY-SEVEN THOUSAND AND NO/100 ($3,577,000.00)
Dollars, with interest on the unpaid principal balance from the date of this
Note, until paid, at the rate of 7.93 percent per annum. The principal and
interest shall be payable at 65O Dresher Road, P.O. Box 1015, Horsham, PA
19044-8015 in consecutive monthly installments of Twenty-Nine Thousand Seven
Hundred Sixty-Three and 82/100 Dollars (US $29,763.82) on the first day of
each month beginning June 1, 1997, (herein "amortization commencement date"),
until the entire indebtedness evidenced hereby is fully paid, except that any
remaining indebtedness, if not sooner paid, shall be due and payable on May 1,
2017.
If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default
in the payment of this Note, and if the same is referred to an attorney at
law for collection or any action at law or in equity is brought with respect
hereto, the undersigned shall pay the holder hereof all expenses and costs,
including, but not limited to, attorney's fees.
If any installment under this Note remains past due for ten (10)
calendar days or more, the outstanding principal balance of this Note shall
bear interest during the period in which the undersigned is in default at a
rate of 11.93 percent per annum, or, if such increased rate of interest may
not be collected from the undersigned under applicable law, then at the
maximum increased rate of interest, if any, which may be collected from the
undersigned under applicable law.
From time to time, without affecting the obligation of the undersigned
or the successors or assigns of the undersigned to pay the outstanding
principal balance of this Note and observe the covenants of the undersigned
contained herein, without affecting the guaranty of any person, corporation,
partnership or other entity for payment of the outstanding principal balance
of this Note, without giving notice to or obtaining the consent of the
undersigned, the successors or assigns of the undersigned or guarantors, and
without liability on the part of the holder hereof, the holder hereof may, at
the option of the holder hereof, extend the time for payment of said
outstanding principal balance or any part thereof, reduce the payments
thereon, release anyone liable on any of said outstanding principal balance,
accept a renewal of this Note, modify the terms and time of payment of said
outstanding principal balance, join in any extension or subordination
agreement, release any security given herefor, take or release other or
additional security, and agree in writing with the undersigned to modify the
rate of interest or period of amortization of this Note or change the amount
of the monthly installments payable hereunder.
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* STRIKE THROUGH BRACKETED CLAUSE(S) IF NOT COMPLETED.
Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the
joint and several obligation of all makers, sureties, guarantors and
endorsers, and shall be binding upon them and their successors and assigns.
The indebtedness evidenced by this Note is secured by a Deed of Trust
dated as of even date herewith, and reference is made thereto for rights as
to acceleration of the indebtedness evidenced by this Note. This Note shall
be governed by the law of the jurisdiction in which the Property subject to
the Deed of Trust is located.
This Multifamily Note has been amended and supplemented in certain respects as
set forth in the Addendum to Multifamily Note annexed hereto and incorporated
herein by this reference. In the event of any inconsistencies between the
printed portion of this Multifamily Note and the provisions of said Addendum
to the Multifamily Note, the provisions of the Addendum shall control.
* See below.
BORROWER:
WITNESS: COPPERFIELD PARTNERS, LTD., a Texas limited partnership
By: AIMCO COPPERFIELD L.P., a Delaware limited
partnership, its General Partner
By: AIMCO HOLDINGS, L.P., a Delaware limited
partnership, its General Partner
By: AIMCO HOLDINGS QRS, INC., a Delaware
corporation, its General Partner
/s/ Lynn Shapiro By: /s/ Harry Alcock
- --------------------------- ----------------------------
Harry Alcock
Vice President
* The term "maximum increased rate of interest" (the "Maximum Rate") shall
mean the highest lawful rate of interest applicable to this Note. In
determining the Maximum Rate, due regard shall be given to all payments,
fees, charges, deposits, balances and agreements which may constitute
interest or be deducted from principal when calculating interest. For
purposes of determining the Maximum Rate, the Indicated Rate Ceiling
specified in Texas Revised Civil Statutes, Article 5069-1.04 shall be used;
however, if permitted by law, holder hereof may implement any ceiling under
that law used to compute the rate of interest hereunder by notice to the
undersigned as provided in such article. Notwithstanding the foregoing
sentence, if Section 501 of the Depository Institutions Deregulation and
Monetary Control Act of 1980 (as amended) permits a higher Maximum Rate than
article 5069-1.04 or applicable state law, such higher Maximum Rate shall
apply to this Note.
Interest on the unpaid principal balance of this Note at the rate stated
above in the first paragraph of the first page of this Note (the "Stated
Rate") shall be calculated at a daily rate equal to 1/360 times the Stated
Rate (but in no event greater than the Maximum Rate). Notwithstanding the
foregoing, at any time when the interest contracted for, collected, or
charged on the unpaid balance of this Note shall exceed the Stated Rate, such
interest shall be calculated at a daily rate of 1/365 times such rate (but in
no event greater than the Maximum Rate).
It is expressly stipulated and agreed to be the intent of the undersigned and
holder hereof at all times to comply with the applicable law governing the
Maximum Rate or amount of interest payable on or in connection with this Note
and the loan (the "Loan") evidenced thereby (or applicable United States
federal law to the extent that it permits holder hereof to contract for,
charge, take, reserve, or receive a greater amount of interest than under law
of the state in which the Property is located). If the applicable law is ever
judicially interpreted so as to render usurious any amount called for under
this Note or under the Deed of Trust or any other document (collectively, the
"Security Documents") evidencing, securing or executed in connection with the
Loan, or contracted for, charged, taken, reserved or received with respect to
Loan, or if acceleration of the maturity of this Note or if any prepayment by
the undersigned results in the undersigned having paid any interest in excess
of that permitted by law, then it is the undersigned's and the holder
hereof's express intent that all excess amounts theretofore collected by the
holder hereof be credited on the principal balance of this Note (or, if this
Note has been or would thereby be paid in full, refunded to the undersigned),
and the provisions of this Note, the Deed of Trust and the other Security
Documents immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new documents, so as to comply with the applicable law, but
so as to permit the recovery of the fullest amount otherwise called for
hereunder and thereunder. The right to accelerate 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 holder hereof does not intend
to collect any unearned interest in the event of acceleration. All sums paid
or agreed to be paid to holder hereof for the use, forbearance or detention
of the indebtedness evidenced hereby shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full so that the rate or
amount of interest on account of such indebtedness does not exceed the
applicable usury ceiling. Notwithstanding any provision contained in this
Note, the Deed of Trust or in any of the other Security Documents that
permits the compounding of interest, including, without limitation, any
provision by which any accrued interest is added to the principal amount of
this Note, the total amount of interest that the undersigned is obligated to
pay and the holder hereof is entitled to receive with respect to this Note
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 the undersigned, including all current and prior
advances and any advances made pursuant to the Deed of Trust or other
Security Documents (such as for the payment of taxes, insurance premiums and
similar expenses and costs).
The undersigned and all other makers, signers, sureties, guarantors and
endorsers of this Note waive demand, presentment, notice of dishonor, notice
of intent to demand or accelerate payment hereof, diligence in the
collecting, grace, notice and protest and agree to one or more extensions for
any period or periods of time and partial payments, before or after maturity,
without prejudice to the holder hereof; and if collection procedures are ever
commenced, by any means, including legal proceedings or through a probate or
bankruptcy court, or if this Note is placed in the hands of any attorney for
collection after default or maturity, the undersigned agrees to pay all costs
of collection or attempted collection, including reasonable attorney's fees.
Pay to the order of
----------------------------
, without recourse.
------------------------------
GMAC COMMERCIAL MORTGAGE CORPORATION,
a California corporation
By: /s/
----------------------------------
Name:
Title:
ADDENDUM TO MULTIFAMILY NOTE
(FOR USE WITH EXCEPTIONS TO NON-RECOURSE GUARANTY)
(Copperfield)
THIS ADDENDUM TO MULTIFAMILY NOTE (the "Addendum") is made as of the
18th day of APRIL 1997 and is incorporated into and shall be deemed to amend
and supplement the Multifamily Note (the "Multifamily Note") made by the
undersigned (the "Borrower") to GMAC COMMERCIAL MORTGAGE CORPORATION and its
successors, assigns and transferees (the "Lender"), dated the same date as
this Addendum (the Multifamily Note as amended and supplemented by this
Addendum, any other addendum to the Multifamily Note, and any future
amendments to the Multifamily Note is referred to as the "Note"). The debt
evidenced by the Note is secured by a Multifamily Mortgage, Deed of Trust or
Deed to Secure Debt of the same date (the "Multifamily Instrument"), covering
the property described in the Multifamily Instrument and defined therein as
the "Property," located at:
8255 Sunbury Lane, Houston, Texas
- -------------------------------------------------------------------------------
(Property Address)
This Property is located entirely within the State of Texas
[INSERT NAME OF STATE IN WHICH THE PROPERTY IS LOCATED] (the "Property
Jurisdiction"). The Multifamily Instrument is amended and supplemented by the
Rider to Multifamily Instrument (the "Rider") and any other rider to
Multifamily Instrument given by Borrower to Lender and dated the same date as
the Multifamily Instrument. (The Multifamily Instrument as amended and
supplemented by the Rider and any other rider to the Multifamily Instrument
and any future amendments to the Instrument is referred to as the
"Instrument".)
The term "Loan Documents" when used in this Addendum shall mean,
collectively, the following documents: (i) the Instrument, (ii) the Note, and
(iii) all other documents or agreements, including any Collateral Agreements
(as defined in the Rider) or O&M Agreement (as defined in the Rider), arising
under, related to, or made in connection with, the loan evidenced by the
Note, as such Loan Documents may be amended.
The covenants and agreements of this Addendum, and the covenants and
agreements of any other addendum to the Multifamily Note, shall be
incorporated into and shall amend and supplement the covenants and agreements
of the Multifamily Note as if this Addendum and the other addenda were a part
of the Multifamily Note, and all references to the Note in the Loan Documents
shall mean the Note as so amended and supplemented. Any conflict between the
provisions of the Multifamily Note and this Addendum shall be resolved in
favor of this Addenda.
ADDITIONAL COVENANTS. In addition to the covenants and agreements made in
the Multifamily Note Borrower and Lender further covenant and agree as
follows:
A. PREPAYMENTS
1. YIELD MAINTENANCE PERIOD
During the first .....19.5 .................
[(INSERT APPLICABLE NUMBER OF YEARS] years of the note term beginning with
the date of the Note (the "Yield Maintenance Period") and upon giving Lender
60 days prior written notice, Borrower may prepay the entire unpaid principal
balance of the Note on the last Business Day before a scheduled monthly
payment date by paying, in addition to the entire unpaid principal balance,
accrued interest and any other sums due Lender at the time of repayment, a
prepayment premium equal to the greater of:
(a) l% of the entire unpaid principal balance of the Note, or
(b) The product obtained by multiplying (1) the entire unpaid principal
balance of the Note at the time of prepayment, times (2) the difference
obtained by subtracting from the interest rate on the Note the yield
rate (the "Yield Rate") on the 7.5.% U.S. Treasury Security due
11/15/2016 (the "Specified U.S. Treasury Security"), as the Yield Rate
is reported in the WALL STREET JOURNAL on the fifth Business Day
preceding (x) the date notice of prepayment is given to Lender where
prepayment is voluntary, or (y) the date Lender accelerates the loan,
times (3) the present value factor calculated using the following
formula:
1 - (1+r) -n
------------
r
[r = Yield Rate
n = the number of years, and any fraction thereof, remaining
between the prepayment date and the expiration of the Yield
Maintenance Period]
In the event that no Yield Rate is published for the Specified U.S.
Treasury Security, then the nearest equivalent U.S. Treasury Security shall
be selected at Lender's sole 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.
Except as provided in paragraph A3 of this Addendum, no partial
prepayments are permitted. *
2. AFTER YIELD MAINTENANCE PERIOD
After the expiration of the Yield Maintenance Period and upon giving
Lender 60 days prior written notice, Borrower may prepay the entire unpaid
principal balance of the Note on the last Business Day before a scheduled
monthly payment date by paying, in addition to the entire unpaid principal
balance, accrued interest and any other sums due Lender at the time of
prepayment, a prepayment premium equal to 1% of the entire unpaid principal
balance of the Note. No prepayment premium shall be due for any full
prepayment made by Borrower in accordance with the provisions of the
preceding sentence within 90 days of the maturity date of the Note.
Except as provided in paragraph A.3 of this Addendum, no partial
prepayments are permitted.
3. PARTIAL PREPAYMENTS
Borrower shall have no right to make a partial prepayment of the
outstanding indebtedness during the Note term. However, in the event that
Lender shall require a partial prepayment of the outstanding indebtedness
after a default under the Note, the Instrument or any of the other Loan
Documents, by applying funds held by Lender pursuant to any Collateral
Agreement (as defined in Uniform Covenant 2B of the Instrument) against the
indebtedness secured by the Instrument, or, if
* SUCH PREPAYMENT PREMIUM SHALL BE DUE AND PAYABLE IF THE LOAN IS PREPAID FOR
ANY REASON DURING THE FIRST 19.5 YEARS OF THE NOTE, INCLUDING WITHOUT
LIMITATION, A PREPAYMENT ARISING BECAUSE OF AN ACCELERATION OF THE LOAN.
Lender shall for any other reason accept prepayment by Borrower of the
outstanding indebtedness, except as otherwise provided in paragraph A.4 of
this Addendum, a prepayment premium shall be due and payable to Lender as
follows:
(a) AFTER YIELD MAINTENANCE PERIOD. If Lender shall require or accept a
partial prepayment after the expiration of the Yield Maintenance
Period, the partial prepayment shall be made on the last Business
Day before a scheduled monthly payment date and a prepayment
premium equal to 1% of the partial principal prepayment amount
shall be due and payable to Lender. No prepayment premium shall
be due for any partial prepayment made by Borrower in accordance
with the provisions of the preceding sentence within 90 days of
the maturity date of the Note.
(b) DURING YIELD MAINTENANCE PERIOD. If Lender shall require or accept a
partial prepayment during the Yield Maintenance Period, the partial
prepayment shall be made on the last Business Day before a scheduled
monthly payment date and a prepayment premium shall be due and
payable to Lender equal to the greater of:
(i) 1% of the amount of principal being prepaid, or
(ii) the product obtained by multiplying (A) the amount of the
principal which is being prepaid, times (B) the difference
obtained by subtracting from the interest rate on the Note the
yield rate (the "Partial Prepayment Yield Rate") on the
Specified U.S. Treasury Security, as the Partial Prepayment
Yield Rate is reported in the WALL STREET JOURNAL on the fifth
Business Day preceding (1) the day Lender accelerates the loan
(in connection with any partial prepayment made in connection
with an acceleration of the loan), or (2) the day Lender
applies funds held under any Collateral Agreement (other
than in connection with an acceleration of the loan), times
(C) the present value factor calculated using the following
formula:
-n
1 - (1+y)
-----------
Y
[y = Partial Prepayment Yield Rate
n = the number of years, and any fraction thereof, remaining
between the prepayment date and the expiration of
the Yield Maintenance Period]
When the total amount to be applied toward the unpaid principal balance
of the loan and the prepayment premium is known, but the amounts to be
allocated toward the unpaid principal balance of the loan and the prepayment
premium, respectively, are unknown, the Lender shall determine the allocation
between the prepaid principal amount and the prepayment premium as follows:
GIVEN: a = total amount to be applied
b = prepaid principal amount
c = prepayment premium
N = note rate
-n
F = present value factor = 1 - ( 1 +y)
------------
y
["y" and "n" have the same meanings as set forth in
subparagraph (ii) above]
THEN: a = b + c
b = -a
--------
F (N-y) + 1
c = a-b
Except as provided in the next sentence, any partial prepayment of the
outstanding indebtedness shall not extend the due date of any subsequent
monthly installments or change the amount of such installments, unless Lender
shall otherwise agree in writing. Upon any partial prepayment, Lender shall
have the option, in its sole and absolute discretion, to recast the monthly
installments due under the Note so that the maturity date of the Note shall
remain the same.
4. PREMIUM DUE WHETHER VOLUNTARY OR INVOLUNTARY PREPAYMENT;
INSURANCE AND CONDEMNATION PROCEEDS
Borrower shall pay the prepayment premium due under this paragraph A
whether the prepayment is voluntary or involuntary (in connection with
Lender's acceleration of the unpaid principal balance of the Note) or the
Instrument is satisfied or released by foreclosure (whether by power of sale
or judicial proceeding), deed in lieu of foreclosure or by any other means.
Notwithstanding any other provision herein to the contrary. Borrower shall
not be required to pay any prepayment premium in connection with any
prepayment occurring as a result of the application of insurance proceeds or
condemnation awards under the Instrument.
5. NOTICE; BUSINESS DAY
Any notice to Lender provided for in this Addendum shall be given in the
manner provided in the Instrument. The term "Business Day" means any day
other than a Saturday, a Sunday, or any other day on which Lender is not open
for business.
B. BORROWER'S EXCULPATION
Subject to the provisions of paragraph C and notwithstanding any other
provision in the Note or Instrument, the personal liability of Borrower, any
general partner of Borrower (if the Borrower is a partnership), and any "Key
Principal" (collectively, the natural persons defined as Key Principal in
Uniform Covenant 19(a)(1) of the Security Instrument) to pay the principal of
and interest on the debt evidenced by the Note and any other agreement
evidencing Borrower's obligations under the Note and the Instrument shall be
limited to (1) the real and personal property described as the "Property" in
the Instrument. (2) the personal property described in or pledged under any
Collateral Agreement (as defined in Uniform Covenant 2B of the Instrument)
executed in connection with the loan evidenced by the Note, (3) the rents,
profits, issues, products and income of the Property received or collected by
or on behalf of Borrower (the "Rents and Profits") to the extent such
receipts are necessary first, to pay the reasonable expenses of operating,
managing, maintaining and repairing the Property, including but not limited
to real estate taxes, utilities, assessments, insurance premiums, repairs,
replacements and ground rents, if any (the "Operating Expenses") then due and
payable as of the time of receipt of such Rents and Profits, and
then, to pay the principal and interest due under the Note and any other sums
due under the Instrument or any other Loan Document (including but not
limited to deposits or reserves under any Collateral Agreement), except to
the extent that Borrower did not have the legal right, because of a
bankruptcy, receivership or similar judicial proceedings, to direct the
disbursement of such sums.
Except as provided in paragraph C, Lender shall not seek (a) any
judgement for a deficiency against Borrower, any general partner of Borrower
(if Borrower is a partnership) or any Key Principal, or Borrower's or any
general partner's or Key Principal's heirs, legal representatives, successors
or assigns, in any action to enforce any right or remedy under the
Instrument, or (b) any judgment on the Note except as may be necessary in any
action bright under the Instrument to enforce the lien against the Property
or to exercise any remedies under any Collateral Agreement.
C. EXCEPTIONS TO NON-RECOURSE LIABILITY
If, without obtaining the Lender's prior written consent, (i) a Transfer
shall occur which, pursuant to Uniform Covenant 19 of the Instrument, gives
Lender the right, at its option, to declare all sums secured by the
Instrument immediately due and payable, (ii) Borrower shall encumber the
Property with the lien of any subordinate instrument in connection with any
financing by Borrower, or, (iii) Borrower shall violate the single asset
covenant of paragraph J of the Rider, any of such events shall constitute a
default by Borrower under the Note, the Instrument and the other Loan
Documents, and if such event shall continue for 30 days, paragraph B shall
not apply from and after the date which is 30 days after such event and the
Borrower, any general partner of Borrower (if Borrower is a partnership) and
Key Principal (each individually on a joint or several basis if more than
one) shall be personally liable on a joint and several basis for full
recourse liability under the Note and the other Loan Documents. (except for
certain subordinate debt to AIMCO Properties, L.P., a Delaware limited
partnership, which is the subject of a Subordination Agreement of even date)
Notwithstanding paragraph B, Borrower, any general partner of Borrower
(if Borrower is a partnership) and Key Principal (each individually on a
joint and several basis if more than one) shall be personally liable on a
joint and several basis in the amount of any loss, damage or cost (including
but not limited to attorneys fees) resulting from (A) fraud or material
misrepresentation by Borrower or Borrower's agents or employees or any Key
Principal or general partner or Borrower in connection with obtaining the
loan evidenced by the Note, or in complying with any of Borrower's
obligations under the Loan Documents, (B) insurance proceeds, condemnation
awards, security deposits from tenants or other sums or payments received by
or on behalf of the Borrower in its capacity as owner of the Property and not
applied in accordance with the provisions of the Instrument (except to the
extent that Borrower did not have the legal right because of a bankruptcy,
receivership or similar judicial proceeding, to direct disbursement of such
sums or payments, (C) all Rents and Profits, (except to the extent that
Borrower did not have the legal right, because of a bankruptcy, receivership
or similar judicial proceeding, to direct the disbursement of such sums), and
not applied, first, to the payment of the reasonable Operating Expenses as
such Operating Expenses become due and payable, and then, to the payment of
principal and interest then due and payable under the Note and any other sums
due under the Instrument and all other Loan Document (including but not
limited to deposits or reserves payable under any Collateral Agreement), (D)
Borrower's failure to pay transfer fees and charges due Lender under
paragraph 19(c) of the Instrument, or (E) Borrower's failure following a
default under any of the Loan Documents to deliver to Lender on demand all
Rents and Profits, security deposits (except to the extent that Borrower did
not have the legal right because of a bankruptcy, receivership or similar
judicial proceeding to direct the disbursement of such sums), books and
records relating to the Property, (F) or relating to Hazardous Materials or
compliance with Hazardous Materials Laws to the full extent of any losses or
damages (including those resulting from diminution in value of the Property)
incurred by Lender as a result of the existence of such Hazardous Materials
or failure to comply with Hazardous Materials Laws or the obligations of
Borrower hereunder relating thereto, (G) intentional damage to the Property
or (H) failure of Borrower to pay taxes or other liens with priority over the
Multifamily Instrument.
No provision of paragraphs B or C shall (i) affect any guaranty or
similar agreement executed in connection with the debt evidenced by the Note,
(ii) release or reduce the debt evidenced by the Note, (iii) impair the
right of Lender to enforce the provisions of paragraph D of the Rider, (iv)
impair the lien of the Instrument, or (v) impair the right of Lender to
enforce the provisions of any Collateral Agreement.
D. BUSINESS, COMMERCIAL OR INVESTMENT PURPOSE
Borrower represents that the Loan evidenced by the Note is being made
solely for business, commercial or investment purposes.
E. GOVERNING LAW
1. CHOICE OF LAW
The validity of the Note, and the other Loan Documents, each of their
terms and provisions, and the rights and obligations of Borrower under the
Note, and the other Loan Documents shall be governed by, interpreted,
construed, and enforced pursuant to and in accordance with the laws of the
Property Jurisdiction.
2. CONSENT TO JURISDICTION
Borrower irrevocably consents to the exclusive jurisdiction of any and
all state and federal courts with jurisdiction in the Property Jurisdiction
over Borrower and Borrower's assets. Borrower agrees that such assets shall
be used to first satisfy all claims of creditors organized or domiciled in
the United States of America ("USA") and that no assets of the Borrower in
the USA shall be considered part of any foreign bankruptcy estate.
Borrower agrees that any controversy arising under or in relation to the
Note, the Instrument or any of the other Loan Documents 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 may arise under or in
relation to the Note, including without limitation those controversies
relating to the execution, interpretation, breach, enforcement, or
compliance with the Note, the Instrument, or any other issue arising under,
related to, or in connection with any of the Loan Documents. Borrower
irrevocably consents to service, jurisdiction, and venue of such courts for
any litigation arising from the Note, the Instrument or any of the other Loan
Documents, and waives any other venue to which it might be entitled by virtue
of domicile, habitual residence, or otherwise.
F. SUCCESSORS AND ASSIGNS
The provisions of the Note, the Instrument, and all other Loan Documents
shall be binding on the successors and assigns, including, but not limited
to, any receiver, trustee, representative or other person appointed under
foreign or domestic bankruptcy, receivership, or similar proceedings of
Borrower and any person having an interest in Borrower.
G. NO THIRD PARTY BENEFICIARY
Borrower acknowledges and agrees that (i) any loss sharing arrangement or
arrangements for interim advancement of funds that originally is made by the
Lender named in the Note to Federal National Mortgage Association is made
pursuant to a contractual obligation of such Lender to Federal National
Mortgage Association that is independent of, and separate and distinct from,
the obligation of Borrower for the full and prompt payment of the
indebtedness evidenced by the Note. (ii) Borrower shall not be deemed to be
a third party beneficiary of such loss sharing arrangement or arrangement for
interim advancement of funds, and (iii) no such loss sharing or interim
advancement arrangement shall constitute any person or entity making such
payment as a guarantor or surety of the Borrower's obligations,
notwithstanding the fact that the obligations under any such loss sharing or
interim advancement arrangement may be calculated with reference to amounts
payable under the Note or other Loan Documents.
BY SIGNING BELOW, Borrower accepts and agrees to the covenants and
agreements contained in this Addendum.
WITNESS: COPPERFIELD PARTNERS, LTD., a Texas limited partnership
By: AIMCO COPPERFIELD, L.P., a Delaware limited
partnership, its General Partner
By: AIMCO HOLDINGS, L.P., a Delaware limited
partnership, its General Partner
By: AIMCO HOLDINGS QRS, INC., a Delaware
corporation, its General Partner
/s/ Lynn Shapiro By: /s/ Harry Alcock
- ------------------------- --------------------------------
Harry Alcock
Vice President
THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.