Exhibit
10.35

 

SECOND AMENDMENT OF Purchase and Sale
CONTRACT

 

THIS
SECOND AMENDMENT OF PURCHASE AND
SALE CONTRACT(this “Amendment”) is
entered into effective as of the 25th day of November, 2009 (“Effective
Date”), by and between NATIONAL PROPERTY INVESTORS 8, A
CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership, having
an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver,
Colorado 80237 (“Seller”), and MORRISVILLE APARTMENTS PARTNERS,
LLC, a North Carolina limited liability company, having a principal address
at P.O. Box 9886, Greensboro, North Carolina 27429
(“Purchaser”).

RECITALS

A.       
Seller and Purchaser entered into that certain Purchase and Sale Contract, dated
as of August 28, 2009 (as amended by First Amendment to Purchase and Sale
Contract dated as of September 28, 2009, collectively, the
“Contract”), regarding real property located in Morrisville, North
Carolina and more particularly described in the Contract.

B.        
Seller and Purchaser desire to amend the Contract subject to the terms and
conditions described below.

C.       
All capitalized terms not otherwise defined in this Amendment shall have the
meanings ascribed to them in the Contract.

NOW
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, Seller and Purchaser
agree as follows:

agreements

1.                 
Incorporation of Recitals.  The foregoing recitals are
true and correct and are incorporated herein by reference.

2.                 
Extension of Loan Approval Period.  Anything contained
in Section 4.5.9 of the Contract to the contrary notwithstanding, the Loan
Approval Period shall expire on December 2, 2009.

3.                 
No Further Modification.  Except as modified by this
Amendment, the Contract remains unmodified.  The terms and provisions of
the Contract as amended by this Amendment remain in full force and effect and
are hereby ratified and confirmed.

4.                 
Counterparts.  This Amendment may be executed in
multiple counterparts, and all such counterparts together shall be construed as
one document.

5.                 
Telecopied/Electronic Mail Signatures.  A counterpart
of this Amendment signed by one party to this Amendment and telecopied or sent
by electronic mail to another party to this Amendment or its counsel (i) shall
have the same effect as an original signed counterpart of this Amendment, and
(ii) shall be conclusive proof, admissible in judicial proceedings, of such
party’s execution of this Amendment.

 [Remainder of page
intentionally left blank; signatures to follow]

 

 

IN
WITNESS WHEREOF, Seller and Purchaser have entered into this First Amendment as
of the date first above stated.

 

SELLER:

 

NATIONAL
PROPERTY INVESTORS 8, A CALIFORNIA LIMITED PARTNERSHIP, a California limited
partnership

 

By:  
NPII EQUITY INVESTMENTS, INC., 

         
a Florida corporation,

         
its general partner

 

 

By: 
/s/John Spiegleman
Name:  John Spiegleman
Title: 
Senior Vice President


PURCHASER:

 

MORRISVILLE
APARTMENTS PARTNERS, LLC, a North Carolina limited liability company

 

By:
/s/Joseph M. Brantley, III

Name: 
Joseph M. Brantley, III

Title:    
Manager Member