EXHIBIT B

MODIFICATIONS TO INSTRUMENT

The following modifications are made to the text of the Instrument that precedes this Exhibit:

I. TRANSACTION SPECIFIC

A. Section 21(c)(vii) is hereby deleted in its entirety.

B. In the third paragraph of text on page three which starts with the phrase "TO SECURE TO LENDER...", the words "Multifamily Note" are revised to read "Amended and Restated Multifamily Note"

C. In Section 1(z), the words “Multifamily Note” are revised to read “Amended and Restated Multifamily Note”.

D. A new Section 47 is added as follows:

“47. NO NOVATION; NO DEFENSES.

(a) Neither this Instrument nor the Note is a substitution or novation of the indebtedness of the Original Note. Neither this Instrument nor the Note extinguishes the indebtedness of the Original Note or discharges or releases or in any way adversely affects the lien or lien priorities of the Original Mortgage or any other security for the indebtedness of the Original Note. In the event that any of the provisions of this Instrument shall be construed by a court of competent jurisdiction as operating to affect the lien priority of the Original Mortgage over claims which would otherwise be subordinate thereto, then at the sole option of Lender, Lender may treat such provisions as void and of no force or effect and enforce the provisions of the Original Mortgage as modified by this Instrument excluding such provisions, or at the sole option of Lender, Lender may enforce the Original Mortgage pursuant to the terms therein contained, independent of this Instrument to the extent that third persons acquiring an interest in such real property between the time of recording of the Original Mortgage and the recording hereof are prejudiced by this Instrument. However, if Lender elects either such option, the parties hereto, as between themselves, shall in all events be bound by all the terms and conditions of this Instrument and the Note until all Indebtedness owing from Borrower to Lender shall have been paid in full.

(b) Borrower hereby confirms that it has no defenses or offsets of any kind against any of the indebtedness due under the Original Note. Borrower hereby waives any claim which it may have with respect to the Original Note or Original Mortgage, or any other document executed in connection therewith or related thereto, as the same may have been modified, or as hereby or hereafter modified. Borrower agrees not to raise any such defenses or claims in any civil proceedings or otherwise.

E. A new Section 48 is added as follows:

“48. The Operating Agreement of the Borrower shall include the following provision:

Special Member. Upon the occurrence of any event that causes the Member (or the Member’s successors or assigns) to cease to be a member of the Company (other than pursuant to a transfer of all of its limited liability company interests in the Company to a third party that becomes a member of the Company in accordance with this Agreement and the Act) (a “Member Cessation Event”), ConCap Equities, Inc., a Delaware corporation (together with its successor(s), the “Special Member”), shall, without any action of any person or entity and simultaneously with the Member Cessation Event, automatically be admitted to the Company as the sole member of the Company and shall continue the Company without dissolution. A Special Member may not resign from the Company or transfer its rights as Special Member unless a successor member has been admitted to the Company as Special Member by executing a counterpart to this Agreement; provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member, if any. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. Upon the occurrence of a Member Cessation Event, a Special Member shall have the same rights and authority with respect to the day-to-day management and conduct of the Company’s business as conferred on the Member in Section 5 of this Agreement.

Failure of the Borrower to include and/or maintain the foregoing provision shall be an Event of Default.”

F. Anew Section 17(i) is added as follows:

“(i) Borrower shall maintain the contract for termite control services with a qualified service provider at the Mortgaged Property for so long as the Indebtedness remains outstanding.”

II. AIMCO STANDARD

A. The definition of Attorneys Fees and Costs in Section 1(a) is deleted and every reference in this Instrument to “Attorneys Fees and Costs” is deleted and replaced with “attorneys fees and costs”.

B. Section 1(m) is changed to read as follows:

(m) "Hazardous Materials Laws" means all federal, state, and local laws, ordinances, rules, regulations, administrative rulings, court judgments, and decrees, and all mandatory standards, policies and other governmental requirements in effect now or in the future, including all amendments, that relate to Hazardous Materials and apply to Borrower or to the Mortgaged Property. Hazardous Materials Laws include, but are not limited to, the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901, et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section 5101, and their state analogs.

C. Section 1(q) is modified to read as follows:

(q) “Initial Owners” means, with respect to Borrower or any other entity, the persons or entities that (i) on the date of the Note, or (ii) on the date of a Transfer to which Lender has consented or to which consent is not required, own in the aggregate 100 percent of the ownership interests in Borrower or that entity.

D. Section 1(bb) is modified to read as follows:

(bb) "Personalty" means all

(i) accounts (including deposit accounts);

(ii) equipment and inventory owned by Borrower, which are used now or in the future exclusively in connection with the ownership, management or operation of the Land or Improvements or are located on the Land or Improvements, including furniture, furnishings, machinery, building materials, goods, supplies, tools, books, records (whether in written or electronic form), computer equipment (hardware and software);

(iii) other tangible personal property including ranges, stoves, microwave ovens, refrigerators, dishwashers, garbage disposers, washers, dryers and other appliances (other than Fixtures) which are used now or in the future exclusively in connection with the ownership, management or operation of the Land or the Improvements or are located on the Land or in the Improvements;

(iv) any operating agreements relating exclusively to the Land or the Improvements;

(v) any surveys, plans and specifications and contracts for architectural, engineering and construction services relating exclusively to the Land or the Improvements;

(vi) all other intangible property, general intangibles and rights relating exclusively to the operation of, or used exclusively in connection with, the Land or the Improvements, including all governmental permits relating exclusively to any activities on the Land and including subsidy or similar payments received from any sources, including a governmental authority; and

(vii) any rights of Borrower in or under letters of credit which is issued now or in the future exclusively in connection with the ownership, management or operation of the Land or the Improvements.

E. The second and third sentences of Section 2 (a) are modified to read as follows:

Borrower hereby authorizes Lender to prepare and file financing statements, continuation statements and financing statement amendments in such form as Lender may reasonably require to perfect or continue the perfection of this Security Instrument and Borrower agrees, if Lender so requests, to execute and deliver to Lender such financing statements, continuation statements and amendments. Borrower shall pay all filing costs and all costs and expenses of any record searches for financing statements and/or amendments that Lender reasonably may require.

F. Section 4(b) is changed to read as follows:

(b) Until Lender gives notice to Borrower of Lender's exercise of its rights under this Section 4, Borrower shall have all rights, power and authority granted to Borrower under any Lease (except as otherwise limited by this Section or any other provision of this Instrument), including the right, power and authority to modify the terms of any Lease or extend or terminate any Lease. Upon the occurrence and during the continuance of an Event of Default, the permission given to Borrower pursuant to the preceding sentence to exercise all rights, power and authority under Leases shall automatically terminate. Borrower shall comply with and observe Borrower's obligations under all Leases, including Borrower's obligations pertaining to the maintenance and disposition of tenant security deposits.

G. Except in a case where Lender in its discretion determines that an emergency exists, Lender may take actions specified in Section 12(a) only if Lender has provided Borrower with Notice of Borrower's failure to perform any of its obligations under this Instrument or any other Loan Document and Borrower does not cure the failure within 10 days after such Notice. If Lender so determines that an emergency exists, Lender shall notify Borrower of the action taken within ten days after the action is taken.

H. Section 11(f) is deleted and replaced with the following:

(f) subdivide or otherwise split any tax parcel constituting all or any part of the Mortgaged Property without the prior consent of Lender, which consent shall not be unreasonably withheld.

I. The first sentence of Section 13(a) is deleted and replaced with the following:

Lender, its agents, representatives, and designees may make or cause to be made entries upon and inspections of the Mortgaged Property (including environmental inspections and tests) during normal business hours, or at any other reasonable time upon at least 48 hours prior written notice to Borrower.

J. The last sentence of Section 14(b) is deleted.

K. Sections 14(c)(iii) and 14(d)(ii) are modified to read as follows:

(c)(iii) a statement that identifies all owners of any interest in Borrower and each general partner in Borrower, and confirming that the ownership of each other Controlling Entity has not changed in a manner that violates Section 21 of this Instrument;

(d) (ii) a quarterly or year to date income and expense statements for the Mortgaged Property relating to a quarterly period ending no later than 45 days before the request;

L. For purposes of Section 14(b) through (e), Borrower shall be deemed to have delivered any statement or document "upon Lender's request" if Borrower has delivered the document promptly following Lender's request.

M. Notwithstanding Section 14(f) or (g), unless an Event of Default has occurred and is continuing, Lender may require that the financial statements required by Sections 14(b), 14(c)(i) and 14(c)(ii) be audited, but may not require that any other financial statements required by Section 14 be audited. Certification of a statement by the chief financial officer of the entity that is the subject of the statement or, in the case of a partnership, the chief financial officer of the general partner, will be acceptable to Lender as certification by an individual having authority to bind Borrower.

N. Section 15(b) is deleted and replaced with the following:

(b) Subject to the provisions of Section 15(c) and Section 19(b), Borrower shall pay the expenses of operating, managing, maintaining and repairing the Mortgaged Property (including insurance premiums, utilities, repairs and replacements) before the last date upon which each such payment may be made without any penalty or interest charge being added.

O. So long as Borrower is contesting the amount and validity of any Imposition other than insurance premiums diligently and in good faith as described in Section 15(d) and all of the conditions specified in clauses (i) through (iv) of Section 15(d) are satisfied, Lender will refrain from applying Imposition Deposits to payment of the contested Imposition.

P. Section 16 is modified to read as follows:

16. LIENS; ENCUMBRANCES. Borrower acknowledges that, to the extent provided in Section 21, the grant, creation or existence of any mortgage, deed of trust, deed to secure debt, security interest or other lien or encumbrance (a “Lien”) on the Mortgaged Property (other than the lien of this Instrument), or on certain ownership interests in Borrower (other than as permitted in connection with the Subordinate Debt as set forth in Section RR of Exhibit B to this Instrument), whether voluntary, involuntary or by operation of law, and whether or not such lien has priority over the lien of this Instrument, is a “Transfer” which constitutes an Event of Default and subjects Borrower to personal liability under the Note.

Q. The following is added to the end of Section 17(f):

, and (iv) in connection with repairs to the Mortgaged Property which are required to address life safety issues or that result in the displacement of tenants occupying less than ten percent of the occupied units at the Mortgaged Property at any one time.

R. For purposes of Section 18(b), "pre-packaged supplies, cleaning materials and petroleum products customarily used in the operation and maintenance of comparable multifamily properties" shall include, without limitation, pool, spa, maintenance and gardening materials.

S. The second sentence of Section 18(c) is modified to read as follows:

Borrower shall not lease or allow the sublease or use of all or any portion of the Mortgaged Property to any tenant or subtenant for nonresidential use by any user that, in the ordinary course of its business, would be reasonably expected to cause or permit any Prohibited Activity or Condition.

T. For purposes of Section 18(d), Borrower shall only be obligated to pay out-of-pocket expenses incurred by Lender in connection with the monitoring and review of an O&M Program and Borrower's performance to the extent such expenses are reasonable.

U. Borrower's representation and warranty in Section 18(e)(iv) regarding requirements for notification regarding releases of Hazardous Materials shall relate only to such releases, if any, at the Mortgaged Property.

V. Section 18(e)(iii) is modified by inserting the following at the beginning thereof:

(iii) except to the extent previously disclosed by Borrower to Lender in writing,

W. Section 18(e)(v) is modified to read as follows:

(v) to the best of Borrower's knowledge after reasonable and diligent inquiry, no event has occurred with respect to the Mortgaged Property that constitutes, or with the passing of time or the giving of notice would reasonably be expected to constitute, noncompliance with the terms of any Environmental Permit;

X. Section 18(f)(ii) is deleted and replaced with the following:

(ii) Borrower’s receipt of or knowledge of any written complaint, order, notice of violation or other communication from any Governmental Authority or other person with regard to present or future alleged Prohibited Activities or Conditions, affecting the Mortgaged Property or any other property of Borrower that is adjacent to the Mortgaged Property;

Y. Section 18(g) is modified to read as follows:

(g) Borrower shall pay promptly the costs of any environmental inspections, tests or audits, a purpose of which is to identify the extent or cause of or potential for a Prohibited Activity or Condition ("Environmental Inspections") required by Lender in connection with or in preparation for any foreclosure or deed in lieu of foreclosure. Borrower shall also pay promptly the reasonable costs of any Environmental Inspections required by Lender in connection with, or as a condition of Lender's consent to any Transfer under Section 21, or required by Lender following a reasonable determination by Lender that Prohibited Activities or Conditions may exist. Any such costs incurred by Lender (including the fees and out-of-pocket costs of attorneys and technical consultants whether incurred in connection with any judicial or administrative process or otherwise) which Borrower fails to pay promptly shall become an additional part of the Indebtedness as provided in Section 12. The results of all Environmental Inspections made by Lender in connection with or in preparation for any foreclosure or deed in lieu of foreclosure shall at all times remain the property of Lender and Lender shall have no obligation to disclose such results to or otherwise make such results available to Borrower or any other party. Lender will make available to Borrower the results of all other Environmental Inspections made by Lender. Lender hereby reserves the right, and Borrower hereby expressly authorizes Lender, to make available to any party, including any prospective bidder at a foreclosure sale of the Mortgaged Property, the results of any Environmental Inspections made by or for Lender with respect to the Mortgaged Property. Borrower consents to Lender notifying any party (either as part of a notice of sale or otherwise) of the results of any Environmental Inspections made by or for Lender. Except in the case of an Environmental Inspection performed in connection with a foreclosure or deed in lieu of foreclosure, or a disclosure of Environmental Inspection results that Lender is required by law to make, Lender shall notify Borrower of its intention to disclose such information and shall give Borrower ten days to provide supplemental information, explanations or corrections to accompany the disclosure. Borrower acknowledges that Lender cannot control or otherwise assure the truthfulness or accuracy of the results of any Environmental Inspections made by or for Lender and that the release of such results to prospective bidders at a foreclosure sale of the Mortgaged Property may have a material and adverse effect upon the amount which a party may bid at such sale. Borrower agrees that Lender shall have no liability whatsoever as a result of delivering the results of any of its Environmental Inspections to any third party, and Borrower hereby releases and forever discharges Lender from any and all claims, damages, or causes of action, arising, out of, connected with or incidental to the results of, the delivery of any Environmental Inspections made by or for Lender.

Z. Lender shall not commence Remedial Work under the second sentence of Section 18(h) unless Lender has given Borrower notice of its intention to do so and Borrower has not begun performing the Remedial Work within 10 days after such notice.

AA. The following sentence is added at the end of Section 18(j):

However, Borrower shall have no obligation to indemnify any of the foregoing parties to the extent that the proceedings, claims, damages, penalties or costs arise out of the gross negligence or willful misconduct of Lender, any prior owner or holder of the Note, the Loan Servicer or any prior Loan Servicer.

BB. Section 18(k) is deleted and replaced with the following:

Counsel selected by Borrower to defend Indemnitees shall be subject to the approval of those Indemnitees. However, any Indemnitee may elect to defend any claim or legal or administrative proceeding at the Borrower’s expense.

CC. For purposes of Section 19(d), an insurance company will be acceptable to Lender if it has a rating in Best's Key Rating Guide of at least "A-" and a financial size category of at least "v".

DD. Section 19(g) is deleted and replaced with the following:

(g) Notwithstanding any provision to the contrary in this Section 19, as long as no Event of Default, or any event which, with the giving of Notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing,

(i) in the event of a casualty resulting in damage to the Mortgaged Property which will cost $250,000 or less to repair, the Borrower shall have the sole right to make proof of loss, adjust and compromise the claim and collect and receive any proceeds directly without the approval or prior consent of the Lender so long as the insurance proceeds are used solely for the Restoration of the Mortgaged Property; and

(ii) in the event of a casualty resulting in damage to the Mortgaged Property which will cost more than $250,000 but less than $500,000 to repair, the Borrower is authorized to make proof of loss and adjust and compromise the claim without the prior consent of Lender, and Lender shall hold the applicable insurance proceeds to be used to reimburse Borrower for the cost of Restoration of the Mortgaged Property and shall not apply such proceeds to the payment of sums due under this Instrument.

EE. For purposes of Section 19(i), Lender shall automatically succeed to rights of Borrower in and to insurance policies and unearned premiums only to the extent permitted by the applicable policies and insurance companies.

FF. Section 21(c)(vii)(F)(3) is modified to read as follows:

(3) Either directly or indirectly, AIMCO REIT shall retain at all times a Controlling Interest in the Borrower and manage the day-to-day operations of the Borrower.

GG. Section 21(e)(iv) is modified to read as follows:

(iv) if Borrower is a limited liability company, a Transfer of (A) any managing membership interest or that results in a change of Manager (except for a Transfer to a Qualified REIT Subsidiary, as defined in Section 856(i)(2) of the Internal Revenue Code of 1986, of Apartment Investment and Management Company, a Maryland corporation or to a Qualified REIT Subsidiary, as defined in Section 856(1)(i) of the Internal Revenue Code of 1986, 100% owned by AIMCO OP), or (B) membership interests in Borrower that would cause the Initial Owners of Borrower to own less than 51% of all membership interests in Borrower;

HH. New Sections 21(c)(viii), 21(c)(ix), 21(c)(x), and 21(c)(xi) are added, as follows:

(viii) The Transfer of any direct or indirect ownership interests in ‎Borrower provided no Change of Control occurs as a result of such ‎Transfer.

(ix) The Transfer of shares of common stock or other beneficial or ownership interests or other forms of securities in AIMCO REIT, and the issuance by AIMCO REIT of common stock or other beneficial or ownership interests, convertible debt, equity and other similar securities, and the subsequent Transfer of any of the foregoing.

(x) The Transfer of limited partnership interests or other beneficial or ownership interests or other forms of securities in AIMCO OP, and the issuance by AIMCO OP of limited partnership interests or other beneficial or ownership interests, convertible debt, equity and other similar securities, and the subsequent Transfer of any of the foregoing; provided that, after giving effect thereto, (A) AIMCO REIT owns 100% of the shares of AIMCO-LP Trust, (B) AIMCO-GP, Inc. or another subsidiary of AIMCO REIT is the general partner of AIMCO OP, (C) AIMCO REIT owns 100% of the ownership interests of the general partner of AIMCO OP., and (D) AIMCO-LP Trust owns not less than 50.1% of the limited partnership interests in AIMCO OP.

(xi) The Transfer of the general partnership interest of AIMCO OP currently held by AIMCO-GP, Inc. to another entity (the “OP GP Entity”) provided that the OP GP Entity must be, directly or indirectly, one hundred percent (100%) owned and controlled by AIMCO REIT and may not be a Capital Restricted Entity.

II. A new Section 21(g) is added, as follows:

(g) For purposes of this Section 21, the following terms shall be defined as follows:

(i) "Change of Control" shall mean the earliest to occur of

(A) the date an Acquiring Person becomes (by acquisition, consolidation, merger or otherwise), directly or indirectly, the beneficial owner of more than forty percent (40%) of the total Voting Equity Capital of AIMCO REIT then outstanding, or

(B) the date on which AIMCO REIT shall cease to hold (whether directly or indirectly through a wholly owned intermediary entity such as AIMCO-LP Trust or AIMCO-GP, Inc.) at least 50.1% of the limited partnership interests in AIMCO OP, and 100% of the shares of AIMCO-GP, Inc., or

(C) the date on which AIMCO REIT shall cease for any reason to hold (whether directly or indirectly) (1) the interests in the Managing Member held as of the date of this Instrument (as evidenced by organizational charts and documents submitted to Lender as of such date) and (2) the Controlling Interest(s) in the Borrower, or

(D) the date on which an entity (a “Capital Restricted Entity”) obtains a direct or indirect ownership interest in the Borrower if such Capital Restricted Entity is (i) a Controlling Entity and is owned directly or indirectly, in whole or in part, by AIMCO REIT, and (ii) contains restrictions and/or prohibitions in its organizational documents or by applicable law or statute with regard to the pass through of funds, distributions, or the raising of additional capital or contributions, whether in either instance by the Capital Restricted Entity itself or any individual or entity controlling such Capital Restricted Entity, provided, however, that such restrictions and/or prohibitions shall not include provisions in the applicable organizational documents relating to matching, anti-dilution, or similar rights granted to partners, members, or shareholders.

(ii) "Acquiring Person" shall mean a "person" or group of "persons" within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended. However, notwithstanding the foregoing, “Acquiring Person” shall not be deemed to include any member of the Borrower Control Group unless such member has, directly or indirectly, disposed of, sold or otherwise transferred to, or encumbered or restricted (whether by means of voting trust agreement or otherwise) for the benefit of an Acquiring Person, all or any portion of the Voting Equity Capital of AIMCO REIT directly or indirectly owned or controlled by such member or such member directly or indirectly votes all or any portion of the Voting Equity Capital of AIMCO REIT, directly or indirectly, owned or controlled by such member for the taking of any action which, directly or indirectly constitutes or would result in a Change of Control, in which event such member of the Borrower Control Group shall be deemed to constitute an Acquiring Person to the extent of the Voting Equity Capital of AIMCO REIT owned or controlled by such member.

(iii) "Borrower Control Group" shall mean a majority of the board of directors of AIMCO REIT.

(iv) A "Person" shall mean an individual, an estate, a trust, a corporation, a partnership, a limited liability company or any other organization or entity (whether governmental or private).

(v) "Security" shall have the same meaning as in Section 2(1) of the Securities Act of 1933, as amended.

(vi) "Controlling Interest(s)" shall mean (A) with respect to a partnership, such majority and/or managing general partner interests which, together with a majority of limited partnership interests if necessary for consent purposes, vest in the holder of such interests the sole power, right and authority to control the day to day operations of the Borrower; including, without limitation, the authority to manage, operate and finance the Mortgaged Property, but in no event less than a fifty-one percent (51%) interest unless otherwise stated in this Exhibit B, (b) with respect to a corporation, the number of shares which entitle the holder to elect a majority of the board of directors of the Borrower, but in no event less than a fifty-one percent (51%) interest unless otherwise stated in this Exhibit B,, and (C) with respect to a limited liability company, such majority and/or managing member interests as vest in the holder of such interests the sole power, right and authority to control the day to day operations of the Borrower; including, without limitation, the authority to manage, operate and finance the Mortgaged Property, but in no event less than a fifty-one percent (51%) interest unless otherwise stated in this Exhibit B.

(vii) "AIMCO REIT" shall mean Apartment Investment and Management Company, a corporation organized and existing under the laws of the State of Maryland.

(viii) "AIMCO OP" shall mean AIMCO Properties, L.P., a limited partnership organized and existing under the laws of the State of Delaware.

(ix) "AIMCO-LP Trust" shall mean AIMCO-LP Trust, a statutory trust organized and existing under the laws of the State of Delaware.

(x) "Managing Member" shall mean the entity executing this Instrument on behalf of the Borrower, or its successors and/or assigns in interest.

(xi) “Voting Equity Capital” shall mean Securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the board of directors (or Persons performing similar functions).

JJ. The following unnumbered paragraph is added at the end of Section 21(f):

In connection with any Transfer that is an arms length sale of the Mortgaged Property to a third ‎party purchaser of the Mortgaged Property which purchaser has no ‎direct or indirect relationship to Borrower or any affiliate of ‎Borrower and to which Lender has consented, if Borrower has provided Lender with a current environmental report pertaining to the Mortgaged Property establishing in Lender’s sole discretion that no Prohibited Activities or Conditions exist, then provided that Borrower shall have complied with the requirements of Section 21(f)(vii), Lender shall release the transferor Borrower and the original Guarantor from liability under Section 18 of this Instrument other than for conditions that may have existed prior to the date of the transfer.

KK. Intentionally deleted.

LL. Section 22(a) is modified to read as follows:

(a) any failure by Borrower to pay or deposit (i) any payment of principal or interest or any Imposition Deposit within three days after it is due, or (ii) any other amount required by the Note, this Instrument, or any other Loan Document when due.

MM. Section 22(e) is deleted and replaced with the following:

(e) Intentionally omitted.

NN. Section 22(l) is deleted and replaced with the following:

(l) any of Borrower’s representations and warranties in this Instrument is knowingly false or misleading in any material respect.

OO. Section 28 shall obligate Borrower to provide only such further assurances as Lender reasonably may require.

PP. The words "Except as otherwise disclosed to Lender in writing, before the date of this Instrument" are added at the beginning of the second sentence of Section 39.

QQ. Section 30(b) is deleted and replaced with the following:

(b) Borrower agrees that any controversy arising under or in relation to the Note, this Instrument, or any other Loan Document shall be litigated exclusively in the Property Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to the Note, any security for the Indebtedness, or any other Loan Document. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.

RR. Section 49 Subordinate Debt is added as follows:

49. SUBORDINATE DEBT. Borrower may incur indebtedness other than the Indebtedness provided each of the following terms and conditions are satisfied:

(a) any such indebtedness ("Subordinate Debt") shall be incurred by Borrower solely for or in respect of the operation of the Mortgaged Property in the ordinary course of business as a residential apartment rental project. Such Subordinate Debt shall be and remain payable to, held by, and in favor of only an “AIMCO Subordinate Lender”, which shall be defined as: AIMCO REIT, AIMCO OP or any entity in which AIMCO REIT or AIMCO OP holds Controlling Interest(s), whether directly or indirectly, and which entity shall have a term of existence not expiring prior to 10 years after the maturity date of the Note;

(b) except for any debt secured by an ownership interest in Borrower, any such Subordinate Debt shall be unsecured, and shall not be evidenced by a note, lien on the Mortgaged Property, or any like instrument;

(i) the total debt service coverage ratio with respect to the Mortgaged Property after the proposed Subordinate Debt is incurred will equal at least a ratio of 1.05:1, as determined by Lender in its reasonable discretion. (As used herein, the term "total debt service coverage ratio" means the ratio of (A) the annual net operating income from the Mortgaged Property during the preceding 12 month period which is available for repayment of debt, after deducting reasonable and customary operating expenses, to (B) the aggregate annual principal and interest payable under the Note, the proposed Subordinate Debt, any other then existing Subordinate Debt secured by an ownership interest in the Borrower, and any other debt encumbering the Mortgaged Property (without implying any obligation on the part of Lender to approve any other debt encumbering the Mortgaged Property));

(ii) the principal amount of such Subordinate Debt, together with the Indebtedness, all other existing Subordinate Debt secured by an ownership interest in the Borrower, and any other debt encumbering the Mortgaged Property (without implying any obligation on the part of Lender to approve any other debt encumbering the Mortgaged Property), shall not exceed 100% of the value of the Mortgaged Property at the time the Borrower incurs the proposed Subordinate Debt, as determined by Lender, in Lender’s sole discretion;

(iii) any note and security agreement evidencing or securing such Subordinate Debt secured by an ownership interest in the Borrower (A) shall provide that, so long as the Indebtedness is outstanding, all payments under any such note and/or security therefor shall accrue if the same are unpaid; (B) shall provide that payments shall be made in the following order: (1) amounts due with respect to the operation and maintenance of the Mortgaged Property, including, without limitation, all monthly installments of principal and interest on the Indebtedness and any other operating expenses, capital expenses and tax and insurance payments, (2) amounts due with respect to any other debt encumbering the Mortgaged Property consented to by Lender, and (3) amounts due with respect to any Subordinate Debt not secured by a lien on the Mortgaged Property; (C) shall provide that the AIMCO Subordinate Lender shall provide Lender with notice of any default under the Subordinate Debt not cured within any applicable grace period at the same time it provides such notice to the Borrower; and (D) shall prominently state that the instrument and the Subordinate Debt are not assignable or otherwise transferable except to another AIMCO Subordinate Lender;

(iv) Borrower delivers to Lender evidence in writing that the Subordinate Debt loan documents, the total debt service coverage ratio and the aggregate loan to value ratio limitations set forth herein comply in all respects with the provisions of this Section; and

(v) Borrower's incurring of Subordinate Debt shall not constitute an Event of Default under this instrument.

SS. Section 37 is modified by deleting: “; provided, however, that in the event of a Transfer prohibited by or requiring Lender's approval under Section 21, any or some or all of the Modifications to Instrument set forth in Exhibit B (if any) may be modified or rendered void by Lender at Lender’s option by notice to Borrower and the transferee(s)”. The modifications set forth in this Exhibit B shall be modified or rendered void byLender at Lender’s option by Notice to Borrower and any transferee of Borrower if title to the Mortgaged Property is no longer vested in an entity whose Controlling Interest(s) are directly or indirectly held by AIMCO REIT or AIMCO OP.

TT. Intentionally deleted.

X	Exhibit A	Description of the Land (required).

X	Exhibit B	Modifications to Instrument

(b) "Borrower" means all persons or entities identified as "Borrower" in the first paragraph of this Instrument, together with their successors and assigns.

(k) "Hazard Insurance" is defined in Section 19.

(v) any surveys, plans and specifications and contracts for architectural, engineering and construction services relating to the Land or the Improvements;

(f) If the Rents are not sufficient to meet the costs of taking control of and managing the Mortgaged Property and collecting the Rents, any funds expended by Lender for such purposes shall become an additional part of the Indebtedness as provided in Section 12.

10. COMPLIANCE WITH LAWS AND ORGANIZATIONAL DOCUMENTS.

(iv) any violation of or noncompliance with the terms of any Environmental Permit with respect to the Mortgaged Property or any property of Borrower that is adjacent to the Mortgaged Property; or