AMENDED AND RESTATED MULTIFAMILY NOTE MULTISTATE ? FIXED RATE (REVISION DATE 2-15-2008) (Recast Transaction)

Exhibit 10.69

Old FHLMC No. 002652625

New FHLMC Loan No. 504140965

Cedar Rim Apartments

AMENDED AND RESTATED

MULTIFAMILY NOTE

MULTISTATE – FIXED RATE

(REVISION DATE  2-15-2008)

(Recast Transaction)

            THIS AMENDED AND RESTATED MULTIFAMILY NOTE (“Amended and Restated Note”) is made effective as of the 31st day of March, 2009, by CEDAR RIM APARTMENTS, LLC, a Delaware limited liability company ("Borrower")and the FEDERAL HOME LOAN MORTGAGE CORPORATION (“Lender”).

                                                                    RECITALS

A.                  Consolidated Capital Institutional Properties/3, a California limited partnership, predecessor in interest to Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership (“ Original Borrower ”) is the maker of a Multifamily Note (the " Note "), dated as of July 20, 2001, in the original principal amount of Five Million and 00/100 Dollars ($5,000,000.00), evidencing a loan (the " Loan ") to Original Borrower in such amount from GMAC Commercial Mortgage Corporation, a California corporation (the " Original Lender ").

B.                  The Note is secured by that certain Multifamily Deed of Trust, Assignment of Rents, and SecurityAgreement dated as of July 20, 2001, from Original Borrower, as grantor, to Original Lender, as grantee, recorded in the Deed Records of King County, Washington (the “ Land Records ”) as Instrument No. 20010725000128 (the " Instrument ").  The Instrument encumbers, among other things, Original Borrower's interest in the land described in Exhibit A to the Instrument.

C.                  Pursuant to a Limited Guaranty dated as of July 20, 2001,AIMCO Properties, L.P., a Delaware limited partnership, guaranteed some or all of Original Borrower’s obligations under the terms of the Note and the Instrument.

D.                  Original Lender (i) endorsed the Note to Lender and (ii) assigned the Instrument to Lender by Assignment of Security Instrument dated as of July 20, 2001and recorded in the Land Records as Instrument No. 20010725000129.

E.                   Pursuant to an Assumption Agreement of even date herewith Borrower assumed all of Original Borrower’s rights, obligations and liabilities created or arising under the Note and Instrument.

F.                   Borrower has confirmed to Lender that Borrower has no defenses or offsets of any kind against any of the indebtedness due underthe Note.

G.                  Borrower and Lender have now agreed to amend and restate the Note so as to, among other things, (i) reflect a current unpaidbalance of Three Million Eight Hundred Eighty Thousand Nine Hundred Twenty-Two and 00/100 Dollars ($3,880,922.00), and (ii) amend the terms of payment.

NOW, THEREFORE, in consideration of these premises, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree that the Note is amended and restated in its entirety in the form attached hereto and made a part hereof.

FHLMC Loan No. 504140965
Cedar Rim Apartments

MULTIFAMILY NOTE

MULTISTATE – FIXED RATE

(REVISION DATE  2-15-2008)

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 Three Million Eight Hundred Eighty Thousand Nine Hundred Twenty-Two and 00/100 Dollars (US $3,880,922.00), with interest on the unpaid principal balance, as hereinafter provided.

1.                   Defined Terms. 

(a)                 As used in this Note:

" Base Recourse " means a portion of the Indebtedness equal to zero percent (0%) of the original principal balance of this Note.

" Business Day " means any day other than a Saturday, a Sunday or any other day on which Lender or the national banking associations are not open for business.

" Default Rate " means an annual interest rate equal to four (4) percentage points above the Fixed Interest Rate.  However, at no time will the Default Rate exceed the Maximum Interest Rate.

" Fixed Interest Rate " means the annual interest rate of seven and four hundred ninety thousandths percent (7.490%).

" Installment Due Date " means, for any monthly installment of interest only or principal and interest, the date on which such monthly installment is due and payable pursuant to Section 3 of this Note. The " First Installment Due Date " under this Note is May 1, 2009.  

" Lender " means the holder from time to time of this Note.

" Loan " means the loan evidenced by this Note.

" Maturity Date " means the earlier of (i) August 1, 2021 (the " Scheduled Maturity Date "), and (ii) the date on which the unpaid principal balance of this Note becomes due and payable by acceleration or otherwise pursuant to the Loan Documents or the exercise by Lender of any right or remedy under any Loan Document.

" Maximum Interest Rate " means the rate of interest that results in the maximum amount of interest allowed by applicable law.

" Prepayment Premium Period " means the period during which, if a prepayment of principal occurs, a prepayment premium will be payable by Borrower to Lender.  The Prepayment Premium Period is the period from and including the date of this Note until but not including the first day of the Window Period.

" Security Instrument " means the multifamily mortgage, deed to secure debt or deed of trust effective as of the effective date of this Note, from Borrower to or for the benefit of Lender and securing this Note.

" Treasury Security " means the 8.125% U.S. Treasury Security due May 15, 2021.

" Window Period " means the six (6) consecutive calendar month period prior to the Scheduled Maturity Date.

" Yield Maintenance Period " means the period from and including the date of this Note until but not including February 1, 2021.

(b)                Other capitalized terms used but not defined in this Note shall have the meanings given to such terms in the Security Instrument.

2.                   Address for Payment.   All payments due under this Note shall be payable at c/o Capmark Finance Inc., 116 Welsh Road, Horsham, Pennsylvania  19044, Attn:  Servicing - Account Manager, or such other place as may be designated by Notice to Borrower from or on behalf of Lender.

3.                   Payments. 

(a)                 Interest will accrue on the outstanding principal balance of this Note at the Fixed Interest Rate, subject to the provisions of Section 8 of this Note. 

(b)                Interest under this Note shall be computed, payable and allocated on the basis of a 360-day year consisting of twelve 30-day months.

(c)                 Unless disbursement of principal is made by Lender to Borrower on the first day of a calendar month, interest for the period beginning on the date of disbursement and ending on and including the last day of such calendar month shall be payable by Borrower simultaneously with the execution of this Note.  If disbursement of principal is made by Lender to Borrower on the first day of a calendar month, then no payment will be due from Borrower at the time of the execution of this Note.  The Installment Due Date for the first monthly installment payment under Section 3(d) of interest only or principal and interest, as applicable, will be the First Installment Due Date set forth in Section 1(a) of this Note.  Except as provided in this Section 3(c) and in Section 10, accrued interest will be payable in arrears.

(d)                Beginning on the First Installment Due Date, and continuing until and including the monthly installment due on the Maturity Date, principal and accrued interest shall be payable by Borrower in consecutive monthly installments due and payable on the first day of each calendar month.  The amount of the monthly installment of principal and interest payable pursuant to this Section 3(d) on an Installment Due Date shall be Twenty-Seven Thousand One Hundred Nine and 40/100 Dollars ($27,109.40).

(e)                 All remaining Indebtedness, including all principal and interest, shall be due and payable by Borrower on the Maturity Date.

(f)                  All payments under this Note shall be made in immediately available U.S. funds.

(g)                 Any regularly scheduled monthly installment of interest only or principal and interest payable pursuant to this Section 3 that is received by Lender before the date it is due shall be deemed to have been received on the due date for the purpose of calculating interest due.

(h)                 Any accrued interest remaining past due for 30 days or more, at Lender's discretion, may be added to and become part of the unpaid principal balance of this Note and any reference to "accrued interest" shall refer to accrued interest which has not become part of the unpaid principal balance.  Any amount added to principal pursuant to the Loan Documents shall bear interest at the applicable rate or rates specified in this Note and shall be payable with such interest upon demand by Lender and absent such demand, as provided in this Note for the payment of principal and interest.   

4.                   Application of Payments.  If at any time Lender receives, from Borrower or otherwise, any amount applicable to the Indebtedness which is less than all amounts due and payable at such time, Lender may apply the amount received to amounts then due and payable in any manner and in any order determined by Lender, in Lender's discretion.  Borrower agrees that neither Lender's acceptance of a payment from Borrower in an amount that is less than all amounts then due and payable nor Lender's application of such payment shall constitute or be deemed to constitute either a waiver of the unpaid amounts or an accord and satisfaction.

5.                   Security.  The Indebtedness is secured by, among other things, the Security Instrument, and reference is made to the Security Instrument for other rights of Lender as to collateral for the Indebtedness.

6.                   Acceleration.  If an Event of Default has occurred and is continuing, the entire unpaid principal balance, any accrued interest, any prepayment premium payable under Section 10, and all other amounts payable under this Note and any other Loan Document, shall at once become due and payable, at the option of Lender, without any prior notice to Borrower (except if notice is required by applicable law, then after such notice).  Lender may exercise this option to accelerate regardless of any prior forbearance.  For purposes of exercising such option, Lender shall calculate the prepayment premium as if prepayment occurred on the date of acceleration.  If prepayment occurs thereafter, Lender shall recalculate the prepayment premium as of the actual prepayment date.

7.                   Late Charge.

(a)                 If any monthly installment of interest or principal and interest or other amount payable under this Note or under the Security Instrument or any other Loan Document is not received in full by Lender within ten (10) days after the installment or other amount is due, counting from and including the date such installment or other amount is due (unless applicable law requires a longer period of time before a late charge may be imposed, in which event such longer period shall be substituted), Borrower shall pay to Lender, immediately and without demand by Lender, a late charge equal to five percent (5%) of such installment or other amount due (unless applicable law requires a lesser amount be charged, in which event such lesser amount shall be substituted). 

(b)                Borrower acknowledges that its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan and that it is extremely difficult and impractical to determine those additional expenses.  Borrower agrees that the late charge payable pursuant to this Section represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional expenses Lender will incur by reason of such late payment.  The late charge is payable in addition to, and not in lieu of, any interest payable at the Default Rate pursuant to Section 8.

8.                   Default Rate. 

(a)                 So long as (i) any monthly installment under this Note remains past due for thirty (30) days or more or (ii) any other Event of Default has occurred and is continuing, then notwithstanding anything in Section 3 of this Note to the contrary, interest under this Note shall accrue on the unpaid principal balance from the Installment Due Date of the first such unpaid monthly installment or the occurrence of such other Event of Default, as applicable, at the Default Rate. 

(b)                From and after the Maturity Date, the unpaid principal balance shall continue to bear interest at the Default Rate until and including the date on which the entire principal balance is paid in full. 

(c)                 Borrower acknowledges that (i) its failure to make timely payments will cause Lender to incur additional expenses in servicing and processing the Loan, (ii) during the time that any monthly installment under this Note is delinquent for thirty (30) days or more, Lender will incur additional costs and expenses arising from its loss of the use of the money due and from the adverse impact on Lender's ability to meet its other obligations and to take advantage of other investment opportunities; and (iii)  it is extremely difficult and impractical to determine those additional costs and expenses.  Borrower also acknowledges that, during the time that any monthly installment under this Note is delinquent for thirty (30) days or more or any other Event of Default has occurred and is continuing, Lender's risk of nonpayment of this Note will be materially increased and Lender is entitled to be compensated for such increased risk.  Borrower agrees that the increase in the rate of interest payable under this Note to the Default Rate represents a fair and reasonable estimate, taking into account all circumstances existing on the date of this Note, of the additional costs and expenses Lender will incur by reason of the Borrower's delinquent payment and the additional compensation Lender is entitled to receive for the increased risks of nonpayment associated with a delinquent loan.

9.                   Limits on Personal Liability.

(a)                 Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and Lender's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness.  This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any