Consolidated Capital Institutional Properties 3 Sample Contracts

The undersigned hereby agrees as set forth under "ACKNOWLEDGMENT AND AGREEMENT" below.
Consolidated Capital Institutional Properties 3 • June 4th, 2002 • Real estate investment trusts
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MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
And Security Agreement • October 9th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

THIS AMENDED AND RESTATED MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (RECAST TRANSACTION) (the "Instrument") is made to be effective as of this 5th day of October, 2009, between TAMARAC VILLAGE, LLC, a limited liability company organized and existing under the laws of Delaware whose address is c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 as trustor ("Borrower") and FEDERAL HOME LOAN MORTGAGE CORPORATION, as beneficiary ("Lender").

MULTIFAMILY NOTE MULTISTATE – FIXED RATE (REVISION DATE 2-15-2008)
Multifamily Note • October 9th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

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 Six Hundred Thousand and 00/100 Dollars (US $2,600,000.00), with interest on the unpaid principal balance, as hereinafter provided.

MULTIFAMILY NOTE MULTISTATE – FIXED TO FLOAT
Multifamily Note • September 7th, 2007 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

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 Four Million Two Hundred Thousand and 00/100 Dollars (US $4,200,000.00), with interest on the unpaid principal balance, as hereinafter provided.

PURCHASE AND SALE CONTRACT BETWEEN CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, a Delaware limited partnership AS SELLER AND THE EZRALOW COMPANY. LLC, a Delaware limited liability company AS PURCHASER LAMPLIGHTER PARK Bellevue, Washington 98007
Purchase and Sale Contract • March 25th, 2011 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts • Washington

THIS PURCHASE AND SALE CONTRACT (this "Contract") is entered into as of the 21st day of March, 2011 (the "Effective Date"), by and between CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, a Delaware limited partnership, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 ("Seller"), and THE EZRALOW COMPANY, LLC, a Delaware limited liability company, having a principal address at 23622 Calabasas Rd, Suite 200, Calabasas, CA 91302.

GUARANTY MULTISTATE (for use in all Property jurisdictions except California)
Consolidated Capital Institutional Properties 3 • October 9th, 2009 • Real estate investment trusts

This Guaranty ("Guaranty") is entered into to be effective as of October 5, 2009, 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").

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • July 27th, 2007 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts • Michigan
MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
Security Agreement • April 6th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the "Instrument") is made to be effective as of this 31st day of March, 2009, by CEDAR RIM APARTMENTS, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o AIMCO, Stanford Place 3, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, as grantor ("Borrower"), to STEWART TITLE GUARANTY COMPANY, as trustee ("Trustee"), for the benefit of 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, as beneficiary ("Lender"). Borrower's organizational identification number, if applicable, is 4656813.

MULTIFAMILY NOTE MULTISTATE – FIXED RATE (REVISION DATE 2-15-2008)
Multifamily Note • October 9th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

THIS AMENDED AND RESTATED MULTIFAMILY NOTE (“Amended and Restated Note”) is made effective as of the 5th day of October, 2009, by TAMARAC VILLAGE, LLC, a Delaware limited liability company ("Borrower")and the FEDERAL HOME LOAN MORTGAGE CORPORATION (“Lender”).

Agreement and Plan of Merger
Agreement and Plan of Merger • July 28th, 2011 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 28, 2011, by and among CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, a Delaware limited partnership (“CCIP/3”), AIMCO CCIP/3 MERGER SUB LLC, a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (“Aimco OP”).

FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP
Consolidated Capital Institutional Properties 3 • May 9th, 2011 • Real estate investment trusts • Delaware

This FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, dated as of May 9, 2011 (this “Amendment”), is made by ConCap Equities, Inc., a Delaware corporation (the “General Partner”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Agreement (as defined below).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 15th, 2011 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 15, 2011, is by and among CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, a Delaware limited partnership (“CCIP/3”), AIMCO CCIP/3 MERGER SUB LLC, a Delaware limited liability company (the “Aimco Subsidiary”), and AIMCO PROPERTIES, L.P., a Delaware limited partnership (“Aimco OP”).

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
Limited Partnership Agreement • May 9th, 2011 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts • California

This Agreement was made as of May 22, 1984, was amended and restated as of May 1, 1985, and is amended and restated as of July 15, 1985, by and among Consolidated Capital Equities Corporation, a Colorado corporation (the “General Partner), Alpha Venture Corporation, a California corporation (the “Initial Limited Partner”), and the persons signing this Agreement as Limited Partners on the signature pages hereto (collectively the “Limited Partners”).

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • August 19th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts • Florida

THIS PURCHASE AND SALE CONTRACT (this “Contract”) is entered into as of the 14 th day of August, 2009 (the “Effective Date”), by CCIP/3 SANDPIPER, LLC, a Delaware limited liability company (“ Seller”), having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 and DT GROUP DEVELOPMENT, INC., a California corporation, having a principal address at 5355 Cartwright Avenue, Suite 317, North Hollywood, California 91601 (“ Purchaser”).

FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP
Consolidated Capital Institutional Properties 3 • November 14th, 2008 • Real estate investment trusts • Delaware

This FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, dated as of August 29, 2008 (this “Amendment”), is by and among ConCap Equities, Inc., a Delaware corporation (the “General Partner”), and 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).

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • July 20th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts • North Carolina

THIS PURCHASE AND SALE CONTRACT (this “Contract”) is entered into as of the 14 th day of July, 2009 (the “Effective Date”), by and between CCIP/3 WILLIAMSBURG MANOR, LLC, a Delaware limited liability company, having an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”), and THE EMBASSY GROUP LLC, a New York limited liability company, having an address at 3 College Road, Suite 203, Airmont, New York 10952 (“ Purchaser”).

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • May 6th, 2011 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Second Amendment to Purchase and Sale Contract (this “Amendment”) is made as of May 4, 2011, between CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP (“Seller”) and THE EZRALOW COMPANY, LLC (“Purchaser”).

SEVENTH AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SIENNA BAY
Purchase and Sale Contract • January 13th, 2010 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Seventh Amendment to Purchase and Sale Contract (this “Amendment”) is made as of January 8, 2010 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (“Purchaser”).

THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
Consolidated Capital Institutional Properties 3 • November 14th, 2006 • Real estate investment trusts • California

THIS THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3 (this “Amendment”) is entered into as of October 12, 2006, by and among ConCap Equities, Inc., a Delaware corporation (the “General Partner”), and each of the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings given to them in the Partnership Agreement (as defined below).

FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • July 16th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Fourth Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of July 10, 2009, between FISHERMAN’S LANDING APARTMENTS LIMITED PARTNERSHIP, a Florida limited partnership and CCIP/3 SANDPIPER, LLC, a Delaware limited liability company, each with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”) and DT GROUP DEVELOPMENT, INC., a California corporation, with an address at 5355 Cartwright Avenue, Suite 317, North Hollywood, California 91601 (“ Purchaser”).

FOURTH AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SIENNA BAY
Purchase and Sale Contract for Sienna Bay • December 17th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Fourth Amendment to Purchase and Sale Contract (this “Amendment”) is made as of November 25, 2009 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (“Purchaser”).

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SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
Consolidated Capital Institutional Properties 3 • May 9th, 2011 • Real estate investment trusts • California

THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3 (this “Amendment”) is entered into effective as of the 23rd day of October, 1990, by and between ConCap Equities, Inc., a Delaware corporation (“ConCap”), and the Limited Partners (herein so called).

ELEVENTH AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SIENNA BAY
Purchase and Sale Contract  for Sienna Bay • February 22nd, 2010 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Eleventh Amendment to Purchase and Sale Contract (this “Amendment”) is made as of February 16, 2010 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (“Purchaser”).

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • April 27th, 2011 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This First Amendment to Purchase and Sale Contract (this “Amendment”) is made as of April 22, 2011, between CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP (“Seller”) and THE EZRALOW COMPANY, LLC (“Purchaser”).

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SIENNA BAY
Purchase and Sale Contract for Sienna Bay • November 17th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Third Amendment to Purchase and Sale Contract (this “Amendment”) is made as of November 12, 2009 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (“Purchaser”).

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
Consolidated Capital Institutional Properties 3 • May 9th, 2011 • Real estate investment trusts • California

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3 (the “Amendment”) is entered into as of the 23rd day of October, 1990, by and among Consolidated Capital Equities Corporation, a Colorado corporation (“CCEC”), ConCap Equities, Inc., a Delaware corporation (“ConCap”), and the Limited Partners (herein so called).

EIGHTH AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SIENNA BAY
Purchase and Sale Contract  for Sienna Bay • January 13th, 2010 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Eighth Amendment to Purchase and Sale Contract (this “Amendment”) is made as of January 12, 2010 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (“Purchaser”).

PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • May 7th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts • Florida

THIS PURCHASE AND SALE CONTRACT (this “Contract”) is entered into as of the 1st day of May, 2009 (the “Effective Date”), by FISHERMAN’S LANDING APARTMENTS LIMITED PARTNERSHIP, a Florida limited partnership (the “Solana Seller”) and CCIP/3 SANDPIPER, LLC, a Delaware limited liability company (the “Sienna Seller”), each having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (individually a “Seller” and collectively “Sellers”), and DT GROUP DEVELOPMENT, INC., a California corporation, having a principal address at 5355 Cartwright Avenue, Suite 317, North Hollywood, California 91601 (“Purchaser”).

SIXTH AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SIENNA BAY
Purchase and Sale Contract for Sienna Bay • January 4th, 2010 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Sixth Amendment to Purchase and Sale Contract (this “Amendment”) is made as of December 28, 2009 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (“Purchaser”).

TWELFTH AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SIENNA BAY
Purchase and Sale Contract  for Sienna Bay • March 3rd, 2010 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Twelfth Amendment to Purchase and Sale Contract (this “Amendment”) is made as of February 23, 2010 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT SIENNA BAY, LLC, a Delaware limited liability company (“Purchaser”).

NINTH AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SIENNA BAY
Purchase and Sale Contract  for Sienna Bay • January 25th, 2010 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Ninth Amendment to Purchase and Sale Contract (this “Amendment”) is made as of January 19, 2010 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (“Purchaser”).

FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT FOR SIENNA BAY
Purchase and Sale Contract for Sienna Bay • December 17th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Fifth Amendment to Purchase and Sale Contract (this “Amendment”) is made as of December 11, 2009 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (“Purchaser”).

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • June 25th, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This Second Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of June 19, 2009, between FISHERMAN’S LANDING APARTMENTS LIMITED PARTNERSHIP, a Florida limited partnership and CCIP/3 SANDPIPER, LLC, a Delaware limited liability company, each with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”) and DT GROUP DEVELOPMENT, INC., a California corporation, with an address at 5355 Cartwright Avenue, Suite 317, North Hollywood, California 91601 (“ Purchaser”).

FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
Purchase and Sale Contract • June 22nd, 2009 • Consolidated Capital Institutional Properties 3 • Real estate investment trusts

This First Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of June 16, 2009, between FISHERMAN’S LANDING APARTMENTS LIMITED PARTNERSHIP, a Florida limited partnership and CCIP/3 SANDPIPER, LLC, a Delaware limited liability company, each with an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“ Seller”) and DT GROUP DEVELOPMENT, INC., a California corporation, with an address at 5355 Cartwright Avenue, Suite 317, North Hollywood, California 91601 (“ Purchaser”).

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