Exhibit 10.12

Freddie Mac Loan Numbers:

Old Loan #002649160

New Loan #504180193

Sun RiverVillageApartments

AMENDED AND RESTATED GUARANTY
MULTISTATE
(RECAST TRANSACTION)

(for use in all Property jurisdictions except California)

REVISION DATE 05/06/2005

This Amended and Restated Guaranty (Recast Transaction) (" Guaranty ") is entered into to be effective as of October 2, 2009, by the undersigned person(s) (the " Guarantor " jointly and severally if more than one), for the benefit of the FEDERAL HOME LOAN MORTGAGE CORPORATION (the " Lender ").

                                                                    RECITALS

A.        Borrower is the maker of a Multifamily Note (the “ Note ”), dated May 23, 2001 in the original amount of Ten Million and 00/100 Dollars ($10,000,000.00) evidencing a loan (the “ Loan ”) to Borrower in such amount from LEND LEASE MORTGAGE CAPITAL, L.P. , a Texas limited partnership (the “ Original Lender ”).

B.         The Note is secured by that certain Multifamily Deed of Trust, Assignment of Rents and Security Agreement, dated May 23, 2001, from Borrower, as grantor, to Original Lender, a beneficiary, recorded in the Office of the Maricopa County Recorder, Arizona (the “ Land Records ”) as Instrument No. 2001-0438719 (the “ Instrument ”).  The Instrument encumbers, among other things, Borrower’s interest in the land described in Exhibit A to the Instrument and to the Amended and Restated Instrument.

C.        Pursuant to a Limited Guaranty dated May 23, 2001, AIMCO Properties, L.P. , a Delaware limited partnership, guaranteed some or all of 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 May 23, 2001 and recorded in the Land Records as Instrument No. 2001-0438722.

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

F.         By Amended and Restated Multifamily Note dated effective as of the date of this Amended and Restated Instrument, Borrower and Lender have amended and restated the Note so as to, among other things, (i) reflect an aggregate current unpaid balance of Seven Million Four Hundred Fifty-Two Thousand Three Hundred Eighty-Three and 00/100 Dollars ($7,452,383.00), and (ii) amend the terms of payment.  Borrower and Lender now also desire to amend and restate the Instrument as provided below.

            NOW, THEREFORE, in consideration of Lender’s agreement to modify the Note, the Instrument, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree that the Guaranty is amended and restated in its entirety in the form attached hereto and made a part hereof.

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Freddie Mac Loan Numbers:

Old Loan #002649160

New Loan # 504180193

Sun RiverVillageApartments

GUARANTY

                                                                 MULTISTATE

(for use in all Property jurisdictions except California)

REVISION DATE 05/06/05

This Guaranty (" Guaranty ") is entered into to be effective as of October 2, 2009, by the undersigned person(s) (the " Guarantor " jointly and severally if more than one), for the benefit of FEDERAL HOME LOAN MORTGAGE CORPORATION (" Lender ").

RECITALS

A.  CENTURY SUN RIVER, LIMITED PARTNERSHIP, an Arizona limited partnership (the " Borrower ") has requested that Lender make a loan to Borrower in the amount of $7,452,383.00 (the " Loan ").  The Loan will be evidenced by a Multifamily Note from Borrower to Lender dated effective as of the effective date of this Guaranty (the " Note ").  The Note will be secured by a Multifamily Mortgage, Deed of Trust, or Deed to Secure Debt dated effective as of the effective date of the Note (the " Security Instrument "), encumbering the Mortgaged Property described in the Security Instrument.

B.   As a condition to making the Loan to Borrower, Lender requires that the Guarantor execute this Guaranty.

NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower, and in consideration thereof, Guarantor agrees as follows:

    1.     Defined Terms.  " Indebtedness, " "Loan Documents" and "Property Jurisdiction" and other capitalized terms used but not defined in this Guaranty shall have the meanings assigned to them in the Security Instrument.

    2.     Scope of Guaranty.

            (a)  Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender:

                  (i)      the full and prompt payment when due, whether at the Maturity Date or earlier, by reason of acceleration or otherwise, and at all times thereafter, of each of the following:

                           (A)    a portion of the Indebtedness equal to zero percent ( 0 %) of the original principal balance of the Note (the " Base Guaranty "); and

                           (B)    in addition to the Base Guaranty, all other amounts for which Borrower is personally liable under Sections 9(c), 9(d) and 9(f) of the Note; and

                           (C)    all costs and expenses, including reasonable Attorneys' Fees and Costs incurred by Lender in enforcing its rights under this Guaranty; and

                        (ii)     the full and prompt payment and performance when due of all of Borrower’s obligations under Section 18 of the Security Instrument.

            (b)  If the Base Guaranty stated in Section 2(a)(i)(A) is 100 percent of the original principal balance of the Note, then (i) the Base Guaranty shall mean and include the full and complete guaranty of payment of the entire Indebtedness and the performance of all Borrower’s obligations under the Loan Documents; and (ii) for so long as the Base Guaranty remains in effect (there being no limit to the duration of the Base Guaranty unless otherwise expressly provided in this Guaranty), the obligations guaranteed pursuant to Sections 2(a)(i)(B), 2(a)(i)(C) and Section 3 shall be part of, and not in addition to or in limitation of, the Base Guaranty.

                  If the Base Guaranty stated in Section 2(a)(i)(A) is less than 100 percent of the original principal balance of the Note, then this Section 2(b) shall be completely inapplicable and shall be treated as if not a part of this Guaranty.      

            (c)  If Guarantor is not liable for the entire Indebtedness, then all payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents (except this Guaranty) shall be applied first to the portion of the Indebtedness for which neither Borrower nor Guarantor has personal liability.

    3.      Additional Guaranty Relating to Bankruptcy. 

            (a)  Notwithstanding any limitation on liability provided for elsewhere in this Guaranty, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender the full and prompt payment when due, whether at the Maturity Date or earlier, by reason of acceleration or otherwise, and at all times thereafter, t he entire Indebtedness, in the event that:

                  (i)      Borrower voluntarily files for bankruptcy protection under the United States Bankruptcy Code; or

                  (ii)     Borrower voluntarily becomes subject to any reorganization, receivership, insolvency proceeding, or other similar proceeding pursuant to any other federal or state law affecting debtor and creditor rights; or

                  (iii) an order of relief is entered against Borrower pursuant to the United States Bankruptcy Code or other federal or state law affecting debtor and creditor rights in any involuntary bankruptcy proceeding initiated or joined in by a " Related Party ." 

            (b)  For purposes of this Section, the term "Related Party" means:

                  (i)      Borrower or Guarantor; and

                  (ii)     any person or entity that holds,