National Property Investors Iii Sample Contracts

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Form of) AMENDED AND RESTATED MULTIFAMILY NOTE (Recast Transaction)
Multifamily Note • April 5th, 2007 • National Property Investors Iii • Land subdividers & developers (no cemeteries)

THIS AMENDED AND RESTATED MULTIFAMILY NOTE (“Amended and Restated Note”) is made effective as of the 30th day of March, 2007, by NATIONAL PROPERTY INVESTORS III, a California limited partnership ("Borrower"); and the FEDERAL HOME LOAN MORTGAGE CORPORATION ("Lender")

Form of) AMENDED AND RESTATED MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (ILLINOIS – REVISION DATE 05-11-2004) THIS INSTRUMENT IS NOT TO BE USED FOR MULTIFAMILY PROPERTIES CONTAINING 5 OR 6 RESIDENTIAL UNITS IF ANY RESIDENTIAL...
Multifamily Mortgage, Assignment of Rents and Security Agreement • April 5th, 2007 • National Property Investors Iii • Land subdividers & developers (no cemeteries)

THIS AMENDED AND RESTATED MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (“Amended and Restated Instrument”) is made effective as of the 30th day of March, 2007, by NATIONAL PROPERTY INVESTORS III, a California limited partnership ("Borrower"); and the FEDERAL HOME LOAN MORTGAGE CORPORATION ("Lender")

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/2005
Guaranty • April 5th, 2007 • National Property Investors Iii • Land subdividers & developers (no cemeteries)

This Guaranty ("Guaranty") is entered into to be effective as of March 30, 2007, by the undersigned person(s) (the "Guarantor" jointly and severally if more than one), for the benefit of CAPMARK BANK, a Utah industrial bank (the "Lender").

TERMINATION AGREEMENT
Termination Agreement • March 20th, 2008 • National Property Investors Iii • Land subdividers & developers (no cemeteries) • California

This TERMINATION AGREEMENT (this “Agreement”) is made and entered into effective as of March 18, 2008, by and among NPI Equity Investments, Inc., a Florida corporation (the “Lender”) and National Property Investors III, a California limited partnership (the “Debtor”).

Form of) MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (ILLINOIS – REVISION DATE 05-11-2004) THIS INSTRUMENT IS NOT TO BE USED FOR MULTIFAMILY PROPERTIES CONTAINING 5 OR 6 RESIDENTIAL UNITS IF ANY RESIDENTIAL UNIT IS OWNER-OCCUPIED
Multifamily Mortgage, Assignment of Rents and Security Agreement • April 5th, 2007 • National Property Investors Iii • Land subdividers & developers (no cemeteries)

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Instrument") is made to be effective as of the 30th day of March, 2007, between NATIONAL PROPERTY INVESTORS III, a California limited partnership, a partnership organized and existing under the laws of California, whose address is c/o AIMCO, Stanford Place 3, 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237, as mortgagor ("Borrower"), and CAPMARK BANK, an industrial bank organized and existing under the laws of Utah, whose address is 6955 Union Park Center, Suite 330, Midvale, Utah 84047, Attn: President, with a copy to Capmark Finance Inc., 116 Welsh Road, Horsham, Pennsylvania 19044, Attn: Servicing – Executive Vice President, as mortgagee ("Lender"). Borrower's organizational identification number, if applicable, is 198421600039.

Form of) AMENDED AND RESTATED GUARANTY (Recast Transaction)
Guaranty • April 5th, 2007 • National Property Investors Iii • Land subdividers & developers (no cemeteries)

THIS AMENDED AND RESTATED GUARANTY is made effective as of the 30th day of March, 2007, by AIMCO PROPERTIES, L.P., a Delaware limited partnership ("Guarantor"), for the benefit of the FEDERAL HOME LOAN MORTGAGE CORPORATION ("Lender").

SECOND AMENDMENT TO PARTNERSHIP AGREEMENT OF NATIONAL PROPERTY INVESTORS III
Partnership Agreement • February 11th, 2011 • National Property Investors Iii • Land subdividers & developers (no cemeteries) • Delaware

This SECOND AMENDMENT TO THE PARTNERSHIP AGREEMENT OF NATIONAL PROPERTY INVESTORS III (this “Amendment”) is entered into as of February 11, 2011 by and among NPI Equity Investments, Inc., a Florida corporation, in its capacity as managing general partner (the “Managing General Partner”), and each of the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

AMENDMENT TO PARTNERSHIP AGREEMENT OF NATIONAL PROPERTY INVESTORS III
Partnership Agreement • February 11th, 2011 • National Property Investors Iii • Land subdividers & developers (no cemeteries) • California

This AMENDMENT TO THE PARTNERSHIP AGREEMENT OF NATIONAL PROPERTY INVESTORS III (this “Amendment”) is entered into as of February 11, 2011, by and among NPI Equity Investments, Inc., a Florida corporation, in its capacity as managing general partner (the “Managing General Partner”), and each of the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

REHABILITATION AGREEMENT
Rehabilitation Agreement • April 5th, 2007 • National Property Investors Iii • Land subdividers & developers (no cemeteries)

This REHABILITATION AGREEMENT (“Agreement”) is made and entered into, to be effective as of March 30, 2007, by and between NATIONAL PROPERTY INVESTORS III, a California limited partnership (“Borrower”), and CAPMARK BANK, a Utah industrial bank (“Lender”) and its successors and assigns.

AGREEMENT AND PLAN OF MERGER
Merger Agreement • February 11th, 2011 • National Property Investors Iii • Land subdividers & developers (no cemeteries) • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 11, 2011, by and among NATIONAL PROPERTY INVESTORS III, a California limited partnership (“NPI”), NATIONAL PROPERTY INVESTORS III, LP, a Delaware limited partnership (“New NPI”), AIMCO NPI III MERGER SUB LLC, a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (“Aimco OP”).

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