EXHIBIT 10.10
NONRECOURSE AGREEMENT
November 22, 1989
Decade Companies Income Properties -
A Limited Partnership
Brookfield Lakes Corporate Center
00000 Xxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxxxxxx
Re: The Xxxxxxx Apartments, Madison, Wisconsin
Dear Xx. Xxxxxxxxxx:
This letter will evidence certain agreements which we have
reached regarding the Four Million One Hundred Thousand and
No/100 Dollars ($4,100,000.00) loan by Home Savings of America,
F.A., a federal savings and loan association (the "Lender") to
Decade Companies Income Properties - A Limited Partnership, a
Wisconsin limited partnership (the "Borrower"), said loan being
evidenced by, among other things, that certain Promissory Note
Adjustable Interest Rate of even date herewith, executed by
Borrower payable to the order of Lender in the original principal
amount of Four Million One Hundred Thousand and No/100 Dollars
($4,100,000.00), as therein provided (the "Note"), and secured
by, among other things, a Mortgage and Security Agreement against
Borrower's fee simple interest in and to real and personal
property located in Madison, Dane County, Wisconsin, and commonly
known as 237-293 and 000-000 Xxxxx Xxxxxxxx Xxxxx (the "Subject
Property"). Reference to said Note, Mortgage and Security
Agreement is hereby made for all purposes as if the same were set
forth herein in their entirety.
Notwithstanding any provision to the contrary contained in
the Note, the Mortgage or in any other instruments securing the
Note (collectively, the "Loan Documents"), the Note shall be
nonrecourse against Borrower. Recourse in any suit for damages
or any money judgment against Borrower for principal and interest
on the Note shall be limited to (i) the Property and the income,
including, among other things, rental income therefrom, (ii) any
funds held by Lender pursuant to the Note or the Loan Documents,
(iii) insurance and condemnation awards and proceeds, and (iv)
escrow and security deposits. Lender shall not be entitled to
obtain a personal or deficiency judgment for nonpayment of any
amount due under the Note or any Loan Document against Borrower,
and no such judgment shall be sought or entered. Notwithstanding
the foregoing, nothing in this paragraph shall prejudice the
rights of Lender as against Borrower or any other entity now or
hereafter liable under any guaranty, bond, lease, policy of
insurance or other agreement which Borrower or such other entity
may have given Lender for compliance with any of the terms,
covenants, or conditions of the Note or any other Loan Documents
that does not create personal liability on the part of Borrower
for the payment of principal and interest on the Note. Borrower
expressly understands and agrees that nothing contained in this
paragraph shall in any manner constitute or be deemed to be a
release or impairment of the indebtedness evidenced by the Note
or an impairment of the lien of any of the Loan Documents or any
other liens, assignments, rights or security interests securing
the Note or shall otherwise affect or impair the enforceability
of the Note or any other Loan Document except to the extent
expressly provided above. Furthermore, nothing in this paragraph
shall preclude Lender from foreclosing under any of the Loan
Documents, from proceeding against any and all security held by
Lender, or from enforcing any and all of Lender's rights and
remedies at law or in equity, including, without limitation, the
right to have a receiver appointed in case of a default under the
Note or the Loan Documents, except to the extent expressly
provided above.
Notwithstanding the foregoing provisions, Borrower shall be
fully liable to Lender for all accounts receivable from the
Property, including such rents, issues and profits that accrue
from and after the date of the occurrence of any default,
notwithstanding any delay on the part of Lender in obtaining
title, by foreclosure or otherwise, to the Property, and, to the
extent permitted by law, for all damages (including, without
limitation, attorneys' fees) incurred or suffered by Lender as a
result of or in connection with (a) any intentional or willful
fraud or misrepresentation by Borrower in connection with the
delivery of the Note or the performance of Borrower's obligations
under the Loan Documents, (b) the removal or disposition of any
personal property or fixtures relating to the Property in
violation of any Loan Documents, or (c) the conversion,
misapplication or disposal of any insurance proceeds or any
awards or other sums resulting from condemnation or threat of
exercise of the power of eminent domain with respect to the real
or personal property encumbered by the Loan Documents in
violation of any Loan Document.
Nothing herein contained shall limit or impair Borrower's
liability for the full performance of any other obligations set
forth in the Loan Documents, including without limitation,
Borrower's obligation to (a) pay all taxes and assessments levied
against the Property, (b) keep every part of the Property in
first class condition and free and clear of all mechanic's and
materialmen's claims and liens and (c) prevent waste to any part
of the Property.
If the foregoing correctly represents your understanding of
our agreements on these matters, please so indicate by signing
this letter in the space indicated below.
HOME SAVINGS OF AMERICA, F.A.,
a federal savings and loan
association
By:/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, its Vice
President
ACCEPTED AND AGREED TO THIS
22nd day of November, 1989.
Decade Companies Income
Properties - A Limited
Partnership, acting herein by
and through Decade Companies,
a Wisconsin general partner-
ship, its sole general partner
By:/s/ Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx, a general partner
