National Property Investors 8 /Ca/ Sample Contracts

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MULTIFAMILY NOTE MULTISTATE – FIXED RATE (REVISION DATE 2-15-2008)
Multifamily Note • January 6th, 2009 • National Property Investors 8 /Ca/ • Real estate

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 Two Million and 00/100 Dollars (US $2,000,000.00), with interest on the unpaid principal balance, as hereinafter provided.

TERMINATION AGREEMENT
Termination Agreement • March 20th, 2008 • National Property Investors 8 /Ca/ • Real estate • 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 8, a California limited partnership (the “Debtor”).

AMENDED AND RESTATED MULTIFAMILY NOTE
Multifamily Note • January 6th, 2009 • National Property Investors 8 /Ca/ • Real estate

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”).

PURCHASE AND SALE CONTRACT BETWEEN NATIONAL PROPERTY INVESTORS 8, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership AS SELLER AND MORRISVILLE APARTMENTS PARTNERS, LLC, a North Carolina limited liability company AS PURCHASER HUNTINGTON...
Purchase and Sale Contract • September 2nd, 2009 • National Property Investors 8 /Ca/ • Real estate • North Carolina

THIS PURCHASE AND SALE CONTRACT (this “Contract”) is entered into as of the 28 th day of August, 2009 (the “Effective Date”), by and between NATIONAL PROPERTY INVESTORS 8, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”), and MORRISVILLE APARTMENTS PARTNERS, LLC., a North Carolina limited liability company, having a principal business address at P.O. Box 9886, Greensboro, North Carolina 27429 (“ Purchaser”).

FIRST AMENDMENT OF Purchase and Sale CONTRACT
Purchase and Sale Contract • October 2nd, 2009 • National Property Investors 8 /Ca/ • Real estate

THIS FIRST AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 28th day of September, 2009 (“Effective Date”), by and between NATIONAL PROPERTY INVESTORS 8, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership, having an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and MORRISVILLE APARTMENTS PARTNERS, LLC, a North Carolina limited liability company, having a principal address at P.O. Box 9886, Greensboro, North Carolina 27429 (“Purchaser”).

AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP AND PARTNERSHIP AGREEMENT OF NATIONAL PROPERTY INVESTORS 8, A CALIFORNIA LIMITED PARTNERSHIP
Partnership Agreement • November 13th, 2008 • National Property Investors 8 /Ca/ • Real estate

AMENDMENT dated as of September 5, 2008 to the Amended and Restated Certificate of Limited Partnership and Partnership Agreement of National Property Investors 8, a California Limited Partnership (the “Partnership”), dated as of May 1, 1985, as amended to date (the “Partnership Agreement”), between NPI Equity Investments, Inc., a Florida corporation (the “Managing General Partner”) and each of the limited partners of the Partnership (the “Limited Partners”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.

SECOND AMENDMENT OF Purchase and Sale CONTRACT
Purchase and Sale Contract • December 1st, 2009 • National Property Investors 8 /Ca/ • Real estate

THIS SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 25th day of November, 2009 (“Effective Date”), by and between NATIONAL PROPERTY INVESTORS 8, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership, having an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and MORRISVILLE APARTMENTS PARTNERS, LLC, a North Carolina limited liability company, having a principal address at P.O. Box 9886, Greensboro, North Carolina 27429 (“Purchaser”).

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