0000711642-07-000330 Sample Contracts

Carveout Guarantee and Indemnity Agreement
Guarantee and Indemnity Agreement • September 27th, 2007 • Davidson Diversified Real Estate I Lp • Real estate • Indiana

This Carveout Guarantee and Indemnity Agreement (this “Agreement”) is made as of the 21st day of September, 2007 (the “Effective Date”), by AIMCO PROPERTIES, L.P., a Delaware Limited Partnership (the “Carveout Obligor”), in favor of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation, and its successors and assigns (the “Lender”).

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Secured Promissory Note
Davidson Diversified Real Estate I Lp • September 27th, 2007 • Real estate • Indiana

FOR VALUE RECEIVED, the undersigned, DAVIDSON DIVERSIFIED REAL ESTATE I, L.P., a Delaware limited partnership, whose address is 4582 South Ulster Parkway, Suite 1100, Denver, Colorado 80237 (the “Borrower”), promises to pay Two Million Four Hundred Five Thousand Dollars and No Cents ($2,405,000.00), together with interest according to the terms of this Secured Promissory Note (this “Note”), to the order of TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY, an Iowa corporation (together with any future holder, the “Lender”), whose address is c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-5443. Capitalized terms used but not defined in this Note shall have the meanings assigned to them in the Mortgage, as defined in Section 12 below.

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