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doctype: Fourth Amended and Restated Agreement

WALLACE COMPUTER SERVICES INC. FOURTH AMENDED AND RESTATED AGREEMENT (1997-10-29)

ENTEX INFORMATION SERVICES INC. FOURTH AMENDED AND RESTATED AGREEMENT (1998-01-27)

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A CERTAIN AMENDED AND RESTATED INTERCREDITOR AGREEMENT DATED AS OF APRIL 21, 1995 AMONG IBM CREDIT CORPORATION, DEUTSCHE FINANCIAL SERVICES CORPORATION, FORMALLY KNOWN AS ITT COMMERCIAL FINANCE CORP., CITIBANK N.A., HEWLETT-PACKARD COMPANY, FINOVA CAPITAL CORPORATION, AND ENTEX HOLDINGS, INC., AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AS THE SAME HAS BEEN AND MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS, AND THE OTHER AGREEMENTS AS DEFINED THEREIN.

CARRAMERICA REALTY CORP. FOURTH AMENDED AND RESTATED AGREEMENT (2002-11-08)

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of July 31, 2002, is entered into by CarrAmerica Realty Corporation, a Maryland corporation, as the General Partner, for itself and on behalf of the Limited Partners of the Partnership.

ARVIDA JMB PARTNERS L P. FOURTH AMENDED AND RESTATED AGREEMENT (2003-03-24)

This Amendment No. 1 to the Fourth Amended and Restated Agreement of Partnership of Arvida/JMB Partners made an entered into as of March 30, 1990. by and between Arvida/JMB Partners. L.P. a Delaware limited partnership ("Arvida") and Arvida/JMB Managers Inc., a Delaware Corporation ("Managers").

JMB 245 PARK AVENUE ASSOCIATES LTD. FOURTH AMENDED AND RESTATED AGREEMENT (2003-01-15)

This Unit Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent.

APARTMENT INVESTMENT & MANAGEMENT CO. FOURTH AMENDED AND RESTATED AGREEMENT (2008-01-07)

This FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of December 31, 2007 (this “Amendment”), is being executed by AIMCO-GP, Inc., a Delaware corporation (the “General Partner”), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 7.3.C of the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 and restated as of February 28, 2007, as amended and/or supplemented from time to time (the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

APARTMENT INVESTMENT & MANAGEMENT CO. FOURTH AMENDED AND RESTATED AGREEMENT (2008-01-07)

This FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of December 31, 2007 (this “Amendment”), is being executed by AIMCO-GP, Inc., a Delaware corporation (the “General Partner”), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 7.3.C of the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 and restated as of February 28, 2007, as amended and/or supplemented from time to time (the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

APARTMENT INVESTMENT & MANAGEMENT CO. FOURTH AMENDED AND RESTATED AGREEMENT (2009-07-31)

This SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of July 30, 2009 (this “Amendment”), is being executed by AIMCO-GP, Inc., a Delaware corporation (the “General Partner”), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 7.3.C of the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 and restated as of February 28, 2007, as amended and/or supplemented from time to time (the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

APARTMENT INVESTMENT & MANAGEMENT CO. FOURTH AMENDED AND RESTATED AGREEMENT (2010-09-03)

This THIRD AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of September 2, 2010 (this “Amendment”), is being executed by AIMCO-GP, Inc., a Delaware corporation (the “General Partner”), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 7.3.C(7) of the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 and restated as of February 28, 2007, as amended and/or supplemented from time to time (including all the exhibits thereto, the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

APARTMENT INVESTMENT & MANAGEMENT CO. FOURTH AMENDED AND RESTATED AGREEMENT (2010-09-03)

This THIRD AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of September 2, 2010 (this “Amendment”), is being executed by AIMCO-GP, Inc., a Delaware corporation (the “General Partner”), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 7.3.C(7) of the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 and restated as of February 28, 2007, as amended and/or supplemented from time to time (including all the exhibits thereto, the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

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