0000711642-07-000102 Sample Contracts

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
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.

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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")

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/2005
National Property Investors Iii • April 5th, 2007 • 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").

MULTIFAMILY NOTE MULTISTATE – FIXED RATE (REVISION DATE 03-30-2006)
National Property Investors Iii • April 5th, 2007 • Land subdividers & developers (no cemeteries)

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 Nine Million and 00/100 Dollars (US $9,000,000.00), with interest on the unpaid principal balance, as hereinafter provided.

Form of) AMENDED AND RESTATED GUARANTY (Recast Transaction)
National Property Investors Iii • April 5th, 2007 • 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").

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.

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