Exhibit 10HHH

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

THIS THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT (this “ Amendment ”) is made and entered into as of the 16th day of October, 2009 by and between AIMCO COVINGTON POINTE, L.P., a Delaware limited partnership (“ Seller ”), and KENNEDY WILSON AUSTIN, INC., a Texas corporation (“ Purchaser ”).

WI T N E S S E T H :

WHEREAS, Seller and Purchaser are parties to that certain Purchase and Sale Contract dated September 8, 2009 (the “ Contract ”) pertaining to the purchase and sale of that certain real property located in Dallas County, Texas more particularly described on Exhibit A attached thereto and commonly known as the Covington Pointe Apartments (the “ Property ”), as amended by that certain First Amendment to Purchase and Sale Contract dated as of October 8, 2009, and by that certaing Second Amendment to Purchase and Sale Contract dated of October 14, 2009;

WHEREAS, Seller has agreed to provide Purchaser a credit against the Purchase Price in connection with certain repairs at the Property;

WHEREAS, Purchaser has agreed to waive the remainder of the Feasibility Period; and

WHEREAS, the parties intend to modify the Contract to reflect the foregoing, as more particularly set forth hereinafter.

AM E N D M E N T

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Sellers and Purchaser hereby agree as follows:

1.                   Capitalized Terms