Exhibit 10.34
FORM OF PAYMENT GUARANTY
(NON-CASDEN GUARANTORS)
This PAYMENT GUARANTY ("GUARANTY") is made as of March 11,
2002, by the undersigned entities (each a "GUARANTOR") in favor of ▇▇▇▇▇▇
COMMERCIAL PAPER INC., ("LCPI"), as Administrative Agent for itself and the
lenders ("LENDERS") from time to time party to the Credit Agreement (as
hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT").
Factual Background
The Lenders intend to make a $287,000,000 credit facility
available to AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"),
NHP Management Company, a District of Columbia corporation ("NHP MANAGEMENT")
and Apartment Investment and Management Company, a Maryland corporation (the
"REIT") (AIMCO, NHP Management and the REIT are collectively referred to as
"BORROWERS"), in accordance with the Interim Credit Agreement (the "CREDIT
AGREEMENT"), dated as of the date hereof, by and among Borrowers, LCPI (as
Administrative Agent, as Syndication Agent and as a lender), and ▇▇▇▇▇▇ Brothers
Inc., as Sole Lead Arranger and Bookrunner, and the other Lenders from time to
time party thereto. Capitalized terms used but not defined herein will have the
meanings set forth in the Credit Agreement. As used herein, the term "Facility"
shall refer to the credit facility available to the Borrowers under the Credit
Agreement.
Guaranty
1. Guaranty of Loan; Absolute Guaranty. Each Guarantor
absolutely, unconditionally and irrevocably guaranties to Administrative Agent
and the Lenders the full payment of the Indebtedness (as hereinafter defined),
and unconditionally agrees to pay to Administrative Agent and the Lenders the
full amount of the Indebtedness. This is a guaranty of payment, not of
collection. If Borrowers default in the payment when due of the Indebtedness or
any part of it, each Guarantor will in lawful money of the United States pay to
Administrative Agent and the Lenders, on demand, all sums due and owing on the
Indebtedness, including all interest, charges, fees and other sums, costs and
expenses.
Loan. In this Guaranty, the term "Indebtedness" is broadly defined to
mean and include all primary, secondary, direct, indirect, fixed and contingent
obligations of Borrowers to pay principal, interest (including post-petition
interest in any proceeding under debtor relief laws at the rate or in the amount
otherwise applicable thereto whether or not such interest is an allowed claim in
any such proceeding), prepayment charges, breakage costs, late charges, loan
fees and any other fees, charges, sums, costs and expenses that may be owing at
any time under the Loan Documents, as any or all of such obligations may from
time to time be modified, amended, extended or renewed. If the amount
outstanding under the Indebtedness is determined by a court of competent
jurisdiction, that determination shall be conclusive and binding on each
Guarantor, regardless of whether such Guarantor was a party to the proceeding in
which the determination was made or not.
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Rights of Administrative Agent and the Lenders. Each Guarantor
authorizes Administrative Agent or any Lender to perform any or all of the
following acts at any time in its sole discretion, all without notice to such
Guarantor and without affecting such Guarantor's obligations under this
Guaranty:
Administrative Agent or the Requisite Lenders may alter any terms of
the Indebtedness or any part of it, including renewing, compromising, extending
or accelerating, or otherwise changing the time for payment of, or increasing or
decreasing the rate of interest on, the Indebtedness or any part of it.
Administrative Agent or any Lender may take and hold security for the
Indebtedness or this Guaranty, accept additional or substituted security for
either, and subordinate, exchange, enforce, waive, release, compromise, fail to
perfect and sell or otherwise dispose of any such security in accordance with
the terms of the Indebtedness.
Administrative Agent or any Lender may direct the order and manner of
any sale of all or any part of any security now or later to be held for the
Indebtedness or this Guaranty, and Administrative Agent or any Lender may also
bid at any such sale.
Administrative Agent or any Lender may apply any payments or recoveries
from Borrowers, Guarantors or any other source, and any proceeds of any
security, to Borrowers' obligations under the Loan Documents in such manner,
order and priority as Administrative Agent or such Lender may elect, whether or
not those obligations are guarantied by this Guaranty or secured at the time of
the application.
Administrative Agent or any Lender may release Borrowers of their
liability for the Indebtedness or any part of it.
Administrative Agent or any Lender may substitute, add or release any
one or more Guarantors, other guarantors or endorsers.
In addition to the Indebtedness, Administrative Agent or any Lender may
extend other credit to Borrowers, and may take and hold security for the credit
so extended, all without affecting any Guarantor's liability under this
Guaranty.
Guaranty to be Absolute. Each Guarantor expressly agrees that until the
Indebtedness is paid and performed in full and each and every term, covenant and
condition of this Guaranty is fully performed, such Guarantor shall not be
released by or because of:
Any act or event (other than payment and performance in full of the
Indebtedness) which might otherwise discharge, reduce, limit or modify such
Guarantor's obligations under this Guaranty;
Any waiver, extension, modification, forbearance, delay or other act or
omission of Administrative Agent or any Lender, or its failure to proceed
promptly or otherwise as against Borrowers, any Guarantor or any security;
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Any action, omission or circumstance that might increase the likelihood
that such Guarantor may be called upon to perform under this Guaranty or that
might affect the rights or remedies of such Guarantor as against Borrowers;
Any dealings occurring at any time between Borrowers and Administrative
Agent or any Lender, whether relating to the Indebtedness or otherwise; or
Any action of Administrative Agent or any Lender described in Section 3
above.
Each Guarantor hereby acknowledges that absent this Section 4,
Guarantor might have a defense to the enforcement of this Guaranty as a result
of one or more of the foregoing acts, omissions, agreements, waivers or matters.
Each Guarantor hereby expressly waives and surrenders any defense to its
liability under this Guaranty based upon any of the foregoing acts, omissions,
agreements, waivers or matters. It is the purpose and intent of this Guaranty
that the obligations of each Guarantor under it shall be absolute and
unconditional under any and all circumstances.
Guarantors' Waivers. Each Guarantor waives:
All statutes of limitations as a defense to any action or proceeding
brought against such Guarantor by Administrative Agent or any Lender, to the
fullest extent permitted by law;
Any right it may have to require Administrative Agent or any Lender to
proceed against Borrowers, proceed against or exhaust any security held from
Borrowers, or pursue any other remedy in Administrative Agent's or any Lender's
power to pursue;
Any defense based on any claim that such Guarantor's obligations exceed
or are more burdensome than those of Borrowers;
Any defense based on: (i) any legal disability of Borrowers, (ii) any
release, discharge, modification, impairment or limitation of the liability of
Borrowers to Administrative Agent or any Lender from any cause, whether
consented to by Administrative Agent or any Lender or arising by operation of
law or from any bankruptcy or other voluntary or involuntary proceeding, in or
out of court, for the adjustment of debtor-creditor relationships ("Insolvency
Proceeding"), and (iii) any rejection or disaffirmance of the Indebtedness, or
any part of it, or any security held for it, in any such Insolvency Proceeding;
Any defense based on any action taken or omitted by Administrative
Agent or any Lender in any Insolvency Proceeding involving Borrowers, including
any election to have Administrative Agent's or that Lender's claim allowed as
being secured, partially secured or unsecured, any extension of credit by Lender
to Borrowers in any Insolvency Proceeding, and the taking and holding by
Administrative Agent or any Lender of any security for any such extension of
credit;
All presentments, demands for performance, notices of nonperformance,
protests, notices of protest, notices of dishonor, notices of acceptance of this
Guaranty and of the existence, creation, or incurring of new or additional
indebtedness, and demands and notices of every kind except for any demand or
notice by Administrative Agent or any Lender to each Guarantor expressly
provided for in Section 1;
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Any defense based on or arising out of any defense that Borrowers may
have to the payment or performance of the Indebtedness or any part of it (other
than indefeasible payment in full); and
Any defense based on or arising out of any action of Administrative
Agent or any Lender described in Sections 3 or 4 above.
Waivers of Subrogation and Other Rights.
During the existence of an Event of Default by Borrowers,
Administrative Agent or any Lender, without prior notice to or consent of any
Guarantor, may elect to: (i) foreclose either judicially or nonjudicially
against any real or personal property security it may hold for the Indebtedness,
(ii) accept a transfer of any such security in lieu of foreclosure, (iii)
compromise or adjust the Indebtedness or any part of it or make any other
accommodation with Borrowers or Guarantors, or (iv) exercise any other remedy
against Borrowers or any security. No such action by Administrative Agent or any
Lender shall release or limit the liability of Guarantors, who shall remain
liable under this Guaranty after the action, even if the effect of the action is
to deprive Guarantors of any subrogation rights, rights of indemnity, or other
rights to collect reimbursement from Borrowers for any sums paid to
Administrative Agent or any Lender, whether contractual or arising by operation
of law or otherwise. Each Guarantor expressly agrees that under no circumstances
shall it be deemed to have any right, title, interest or claim in or to any real
or personal property to be held by Administrative Agent or any Lender or any
third party after any foreclosure or transfer in lieu of foreclosure of any
security for the Indebtedness.
Regardless of whether any Guarantor may have made any payments to
Lender, each Guarantor hereby waives: (i) all rights of subrogation, all rights
of indemnity, and any other rights to collect reimbursement from Borrowers for
any sums paid to Administrative Agent or any Lender, whether contractual or
arising by operation of law (including the United States Bankruptcy Code or any
successor or similar statute) or otherwise, (ii) all rights to enforce any
remedy that Lender may have against Borrowers, and (iii) all rights to
participate in any security now or later to be held by Administrative Agent or
any Lender for the Indebtedness, in each case until the full and indefeasible
payment and performance of all Indebtedness, and all obligations of the
Guarantors hereunder.
Each Guarantor waives all rights and defenses arising out of an
election of remedies by the Administrative Agent or any Lender, even though that
election of remedies may affect such Guarantor's rights of subrogation and
reimbursement against the Borrowers by the operation of law or otherwise. In
addition, each Guarantor waives all rights and defenses that such Guarantor may
have because the Borrowers' indebtedness is secured by real property. This
means, among other things, that Administrative Agent and the Lenders may collect
from any Guarantor without first foreclosing on any real or personal property
collateral pledged by the Borrowers.
Revival and Reinstatement. If Administrative Agent or any Lender is
required to pay, return or restore to Borrowers or any other person any amounts
previously paid on the Indebtedness because of any Insolvency Proceeding of
Borrowers, any stop notice or any other reason, the obligations of Guarantors
shall be reinstated and revived and the rights of Administrative Agent and such
Lender shall continue with regard to such amounts, all as though they had never
been paid.
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Information Regarding Borrowers. Before signing this Guaranty, each
Guarantor investigated the financial condition and business operations of
Borrowers and such other matters as such Guarantor deemed appropriate to assure
itself of Borrowers' ability to discharge their obligations under the Loan
Documents. Each Guarantor assumes full responsibility for that due diligence, as
well as for keeping informed of all matters that may affect Borrowers' ability
to pay and perform their obligations to the Administrative Agent and the
Lenders. Neither Administrative Agent nor any Lender has any duty to disclose to
any Guarantor any information which such party may have or receive about
Borrowers' financial condition, business operations, or any other circumstances
bearing on their ability to perform.
Subordination. Any rights of Guarantors, whether now existing or later
arising, to receive payment on account of any indebtedness (including interest)
owed to any of them by Borrowers or any Subsidiary thereof or to receive any
payment from Borrowers or any such Subsidiary other than those payments or
distributions permitted under Sections 7.07 and 7.10 of the Credit Agreement
shall at all times be subordinate as to lien and time of payment and in all
other respects to the full and prior repayment of the Indebtedness. No Guarantor
shall be entitled to enforce or receive payment of any sums hereby subordinated
until the Indebtedness has been paid and performed in full and any such sums
received in violation of this Guaranty shall be received by such Guarantor in
trust for the Administrative Agent and the Lenders.
Financial Information. Each Guarantor shall keep true and correct
financial books and records, using generally accepted accounting principles
which are applicable to the circumstances as of the date of determination, or
such other accounting principles as the Requisite Lenders in their reasonable
judgment may find acceptable from time to time. Each Guarantor represents,
warrants and covenants to Administrative Agent and the Lenders that all
financial information with respect to such Guarantor delivered or to be
delivered to Administrative Agent and the Lenders by Borrowers with respect to
such Guarantor under Section 6.01 of the Credit Agreement is or shall be true
and correct and fairly presents or will fairly present the financial position of
such Guarantor for the applicable period. Each Guarantor shall promptly provide
Administrative Agent and the Lenders with any additional audited financial
information that such Guarantor may obtain, and such other information
concerning its affairs and properties as Administrative Agent or any Lender may
reasonably request, including, without limitation, signed copies of any tax
returns if requested by Administrative Agent or the Lenders.
Guarantors' Representations and Warranties. Each Guarantor represents
and warrants that:
All financial statements delivered to Administrative Agent or the
Lenders were or will be prepared in accordance with generally accepted
accounting principles which are applicable to the circumstances as of the date
of determination, or such other accounting principles as may be acceptable to
the Requisite Lenders at the time of their preparation;
There has been no material adverse change in such Guarantor's financial
condition since the dates of the statements most recently furnished to
Administrative Agent and the Lenders; and
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All representations and warranties given on behalf of or with respect
to such Guarantor contained in Section 5 of the Credit Agreement and in any
other Loan Document or certification made in connection with the Credit
Agreement are true and correct.
Covenants of Guarantors. Each Guarantor covenants and agrees that it
shall comply with and perform all covenants given on behalf of or with respect
to such Guarantor (whether expressly or as a Subsidiary) contained in Sections 6
and 7 of the Credit Agreement and in all other Loan Documents.
Intentionally Omitted.
Intentionally Omitted.
Authorization; No Violation. Each Guarantor is authorized to execute,
deliver and perform under this Guaranty, which is a valid, binding, and
enforceable obligation of such Guarantor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting creditor's rights generally. The
execution, delivery and performance of this Guaranty are not in violation of any
applicable law, regulation or ordinance, or any order or ruling of any court or
governmental agency applicable to such Guarantor. The Guaranty does not conflict
with, or constitute a breach or default under, any agreement to which such
Guarantor is a party.
Additional and Independent Obligations. Each Guarantor's obligations
under this Guaranty are in addition to its obligations under any future
guaranties, each of which shall remain in full force and effect until it is
expressly modified or released in a writing signed by Administrative Agent and
consented to by the Lenders. Each Guarantor's obligations under this Guaranty
are independent of those of Borrowers on the Indebtedness. Administrative Agent
or the Lenders may bring a separate action, or commence a separate arbitration
proceeding against each Guarantor without first proceeding against Borrowers,
any other person or any security that Administrative Agent or any Lender may
hold, and without pursuing any other remedy. None of Administrative Agent's or
any Lender's rights under this Guaranty shall be exhausted by any action by
Administrative Agent or any Lender until the Indebtedness has been paid and
performed in full in cash.
No Waiver; Consents; Cumulative Remedies. Each waiver by Administrative
Agent or the Lenders must be in writing, and no waiver shall be construed as a
continuing waiver. No waiver shall be implied from Administrative Agent's or any
Lender's delay in exercising or failure to exercise any right or remedy against
Borrowers, any Guarantor or any security. Consent by Administrative Agent or the
Lenders to any act or omission by Borrowers or any Guarantor shall not be
construed as a consent to any other or subsequent act or omission, or as a
waiver of the requirement for Administrative Agent's or the Lenders' consent to
be obtained in any future or other instance. All remedies of Administrative
Agent and each Lender against Borrowers and any Guarantor are cumulative.
Intentionally Omitted.
Heirs, Successors and Assigns; Participations. The terms of this
Guaranty shall bind and benefit the heirs, legal representatives, successors and
assigns of Administrative Agent, the
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Lenders and Guarantors; provided, however, that no Guarantor may assign this
Guaranty, or assign or delegate any of its rights or obligations under this
Guaranty, without the prior written consent of Administrative Agent in each
instance. Without notice to or the consent of Guarantors, Administrative Agent
and any Lender may disclose any and all information in its possession concerning
Guarantors, this Guaranty and any security for this Guaranty to any actual or
prospective purchaser of any securities issued or to be issued by Administrative
Agent or such Lender, and to any actual or prospective purchaser or assignee of
any participation or other interest in the Indebtedness and this Guaranty.
Notices.
Delivery. All notices, requests and other communications provided for
hereunder shall be in writing (including, unless the context expressly otherwise
provides, telegraphic, telex, facsimile transmission or cable communication) and
mailed, telegraphed, telexed or delivered to the recipient's address specified
on the signature pages hereof, or to such other address as shall be designated
by such party in a written notice to the other party.
Receipt. All such notices and communications shall, when transmitted by
overnight delivery, telegraphed, telecopied by facsimile, telexed or cabled, be
effective when delivered for overnight delivery or to the telegraph company,
transmitted by telecopier, confirmed by telex answerback or delivered to the
cable company, respectively, or if delivered, upon delivery.
Reliance. Administrative Agent and each Lender shall be entitled to
rely on the authority of any person purporting to be a person authorized by
Guarantors to give such notice, and neither Administrative Agent nor any Lender
shall have any liability to any Guarantor or any other person on account of any
action taken or not taken by Administrative Agent or such Lender in reliance
upon such telephonic or facsimile notice. The obligation of each Guarantor
hereunder shall not be affected in any way or to any extent by any failure by
Lender to receive written confirmation of any telephonic or facsimile notice or
the receipt by Administrative Agent or a Lender of a confirmation which is at
variance with the terms understood by Administrative Agent or such Lender to be
contained in the telephonic or facsimile notice.
Rules of Construction. In this Guaranty, the word "Borrowers" includes
both each named Borrower and any other person who at any time assumes or
otherwise becomes primarily liable for all or any part of the obligations of the
named Borrowers on the Indebtedness. The word "person" includes any individual,
company, trust or other legal entity of any kind. If this Guaranty is executed
by more than one person, the word "Guarantors" includes all such persons. The
word "include(s)" means "include(s), without limitation," and the word
"including" means "including, but not limited to." When the context and
construction so require, all words used in the singular shall be deemed to have
been used in the plural and vice versa. No listing of specific instances, items
or matters in any way limits the scope or generality of any language of this
Guaranty. All headings appearing in this Guaranty are for convenience only and
shall be disregarded in construing this Guaranty.
Governing Law. This Guaranty shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
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Costs and Expenses. If any lawsuit or arbitration is commenced which arises out
of, or which relates to this Guaranty, the Loan Documents or the Indebtedness,
the prevailing party shall be entitled to recover from each other party such
sums as the court or arbitrator may adjudge to be reasonable attorneys' fees
(including allocated costs for services of in-house counsel) in the action or
proceeding, in addition to costs and expenses otherwise allowed by law. In all
other situations, including any Insolvency Proceeding, each Guarantor jointly
and severally agrees to pay all of the Administrative Agent's and each Lender's
costs and expenses, including attorneys' fees (including allocated costs for
services of the Administrative Agent's and each Lender's in-house counsel) which
may be incurred in any effort to collect or enforce the Indebtedness or any part
of it or any term of this Guaranty. Without limiting any rights of the
Administrative Agent or Lenders under the Credit Agreement, all amounts of any
kind due and payable under this Guaranty (whether for principal, interest, and
other costs under the Indebtedness, or for costs, fees, and expenses for which
the Guarantors are directly responsible hereunder, or otherwise) shall accrue
interest from the time the Administrative Agent or the Lenders make demand
therefor hereunder until paid in full in cash to such Administrative Agent or
the Lenders at the Base Rate, as defined in the Credit Agreement, plus 3%,
except to the extent that any such amounts are then accruing interest under the
Indebtedness, in which case such Base Rate plus 3% interest rate shall not be
applied if the effect would be to compound the interest to which such
obligations are subject to under the Indebtedness.
Intentionally Omitted.
Integration; Modifications. This Guaranty (a) integrates all the terms
and conditions mentioned in or incidental to this Guaranty, (b) supersedes all
oral negotiations and prior writings with respect to its subject matter, and (c)
is intended by Guarantors, Administrative Agent and the Lenders as the final
expression of the agreement with respect to the terms and conditions set forth
in this Guaranty and as the complete and exclusive statement of the terms agreed
to by each Guarantor, Administrative Agent and the Lenders. No representation,
understanding, promise or condition shall be enforceable against any party
hereto unless it is contained in this Guaranty. This Guaranty may not be
modified except in a writing signed by both Administrative Agent (with the
consent of the Requisite Lenders) and Guarantor. No course of prior dealing,
usage of trade, parol or extrinsic evidence of any nature shall be used to
supplement, modify or vary any of the terms hereof. As between Administrative
Agent and the Lenders only, nothing contained in this Guaranty shall alter the
rights and obligations among Administrative Agent and the Lenders set forth in
the Credit Agreement.
Miscellaneous. The illegality or unenforceability of one or more
provisions of this Guaranty shall not affect any other provision. Time is of the
essence in the performance of this Guaranty by Guarantors.
Submission To Jurisdiction; Waivers. Each Guarantor hereby irrevocably
and unconditionally:
(a) submits for itself and its property in any legal action or
proceeding relating to this Guaranty and the other Loan Documents to
which it is a party, or for recognition and enforcement of any judgment
in respect thereof, to the non-exclusive general
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jurisdiction of the courts of the State of New York, the courts of the
United States of America for the Southern District of New York, and
appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or
that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to such Guarantor at its address referred to in Section 20 or
at such other address of which the Administrative Agent shall have been
notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall
limit the right to ▇▇▇ in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding
referred to in this Section any special, exemplary, punitive or
consequential damages.
Releases. At the request and sole expense of Borrowers, a Guarantor
shall be released from its obligations hereunder in the event that all the
capital Stock of such Guarantor shall be sold, transferred or otherwise disposed
of in a transaction permitted by the Credit Agreement; provided that Borrowers
shall have delivered to the Administrative Agent, at least ten Business Days
prior to the date of the proposed release, a written request for release
identifying the relevant Guarantor and the terms of the sale or other
disposition in reasonable detail, including the price thereof and any expenses
in connection therewith, together with a certification by Borrowers stating that
such transaction is in compliance with the Credit Agreement and the other Loan
Documents.
WAIVER OF JURY TRIAL. EACH GUARANTOR AND, BY ACCEPTANCE HEREOF, EACH OF
THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Provisional Remedies, Self-Help and Foreclosure. No provision of this
Guaranty shall limit the right of any party to exercise self-help remedies such
as setoff, foreclosure against or sale of any real or personal property
collateral or security.
Relationship with Revolving Loan. Subject to the terms of the
Intercreditor Agreement, so long as the indebtedness and obligations of
Guarantors under the Revolving Credit Agreement and the other Revolving Loan
Documents remain outstanding, any recourse to the Guarantors hereunder
(including to Property owned thereby) shall be subject to the payment and
satisfaction of such obligations of Guarantors under the Revolving Credit
Agreement and the other Revolving Loan Documents.
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IN WITNESS WHEREOF, the undersigned has executed and delivered this
Guaranty as of the date on the first page.
GUARANTORS:
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AIMCO/BETHESDA HOLDINGS, INC.
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC.
AIMCO/BETHESDA HOLDINGS ACQUISITIONS II, INC.
AIMCO/NHP HOLDINGS, INC.
AIMCO/NHP PROPERTIES INC.
NHP A&R SERVICES, INC.
OXFORD HOLDING CORPORATION
OXFORD REALTY FINANCIAL GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
AIMCO/COLONEL I, L.P.,
AIMCO/BETHESDA GP, L.L.C.
AIMCO/BETHESDA EMPLOYEE, L.L.C.
AIMCO/BETHESDA II, LLC
AIMCO/AKRON ONE, L.L.C.
AIMCO/ALLENTOWN, L.L.C.
AIMCO/ALLVIEW, L.L.C.
AIMCO/APOLLO, L.L.C.
AIMCO/AUGUSTA, L.L.C.
AIMCO/BEACH, L.L.C.
AIMCO/▇▇▇▇▇▇▇, L.L.C.
AIMCO/BRANDERMILL, L.L.C.
AIMCO/▇▇▇▇▇▇▇, L.L.C.
AIMCO/CASSELBERRY, L.L.C.
AIMCO/CHARLESTON, L.L.C.
AIMCO/CHICKASAW, L.L.C.
AIMCO/CHIMNEYTOP, L.L.C.
AIMCO/FARMINGDALE, L.L.C.
AIMCO/FOX VALLEY, L.L.C.
AIMCO/GREENSBORO, L.L.C.
AIMCO/GREENVILLE, L.L.C.
AIMCO/KETTERING, L.L.C.
AIMCO/KINGS, L.L.C.
AIMCO/▇▇▇▇▇▇▇, L.L.C.
AIMCO/LAKE RIDGE, L.L.C.
AIMCO/LAKE RIDGE CALIFORNIA, L.L.C.
AIMCO/LANTANA, L.L.C.
AIMCO/LAUREL, L.L.C.
AIMCO/LEXINGTON, L.L.C.
AIMCO/MIDDLETOWN, L.L.C.
AIMCO/NASHUA, L.L.C.
AIMCO/NEWPORT, L.L.C.
AIMCO/NORTH ▇▇▇▇▇, L.L.C.
AIMCO/OCALA, L.L.C.
AIMCO/PALM AIRE, L.L.C.
AIMCO/PALM BEACH, L.L.C.
AIMCO/PINELLAS, L.L.C.
AIMCO/RUNAWAY BAY, L.L.C.
AIMCO/SALEM, L.L.C.
AIMCO/SAN BRUNO, L.L.C.
AIMCO/SCHAUMBURG, L.L.C.
AIMCO/SOUTHRIDGE, L.L.C.
AIMCO/SPARTANBURG, L.L.C.
AIMCO/TIDEWATER, L.L.C.
AIMCO/WESTRIDGE, L.L.C.
AIMCO/BETHESDA WILLIAMSBURG, L.L.C.
By: AIMCO Properties L.P.,
Its General Partner
By: AIMCO-GP, INC.
Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO ANCHORAGE, L.P.
AIMCO BAY CLUB, L.P.
AIMCO BRIDGEWATER, L.P.
AIMCO ▇▇▇▇▇▇▇▇▇▇▇, ▇.▇.
AIMCO CROWS NEST, L.P.
AIMCO GROUP, L.P.
AIMCO HAMPTON HILL, L.P.
AIMCO HASTINGS PLACE, L.P.
AIMCO LT, L.P.
AIMCO OAK FALLS, L.P.
AIMCO PARK AT CEDAR LAWN, L.P.
AIMCO PEPPERMILL PLACE, L.P.
AIMCO RECOVERY FUND, L.P.
AIMCO SEASIDE POINT, L.P.
AIMCO SIGNATURE POINT, L.P.
AIMCO STIRLING COURT, L.P.
AIMCO SUNBURY, L.P.
AIMCO TOWNSHIP AT HIGHLANDS, L.P.
AIMCO/▇▇▇▇▇▇ ONE, L.P.
AIMCO UT, L.P.
AIMCO WEST TRAILS, L.P.
By: AIMCO HOLDINGS, L.P., as their
general partner
By: AIMCO Holdings QRS, Inc., its
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO BAY CLUB II, L.P.
By: AIMCO Bay Club, L.P., its general partner
By: AIMCO Holdings, L.P., as their
general partner
By: AIMCO Holdings QRS, Inc.,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO HOLDINGS, L.P.
By: AIMCO Holdings QRS, Inc., its
general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AMBASSADOR CRM FLORIDA PARTNERS, L.P.
By: Ambassador Florida Partners, Limited Partnership,
as its general partner
By: Ambassador Florida Partners, Inc.,
as its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AMBASSADOR I, L.P.
By: Ambassador I, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AMBASSADOR II, L.P.
By: Ambassador II, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AMBASSADOR VIII, L.P.
By: Ambassador VIII, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AMBASSADOR IX, L.P.
By: Ambassador IX, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AMBASSADOR APARTMENTS, L.P.
By: AIMCO Properties, L.P., as its general partner
By: AIMCO-GP, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AMBASSADOR X, L.P.
By: Ambassador X, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
WILLIAMSBURG LIMITED PARTNERSHIP
By: Ambassador IX, L.P., its general partner
By: Ambassador IX, Inc., its general
partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
NHP/CONGRESS MANAGEMENT L.P.
By: NHP-HG Six, Inc., its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
NPI-AP MANAGEMENT, L.P.
By: NPI Property Management Corporation, its
general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
PROPERTY ASSET MANAGEMENT SERVICES-CALIFORNIA, LLC
By: Property Asset Management Services, L.L.C., its
Sole Member
By: NHP Management Company, its Sole Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
PROPERTY ASSET MANAGEMENT SERVICES, L.L.C.
By: NHP Management Company,
as its Sole Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
AIMCO Residential Group, L.P.
By: NHP Management Company, its general
partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇
Executive Vice President
AIMCO IPLP, L.P.
By: AIMCO/IPT, Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
AIMCO ▇▇▇▇▇▇▇, Inc.
AIMCO Colorado Residential Group, Inc.
AIMCO Investment Services, Inc.
AIMCO Holdings QRS, Inc.
AIMCO LJ Tucson, Inc.
AIMCO Properties Finance Corp.
AIMCO/▇▇▇▇▇ Rock, Inc.
AIMCO/Beacon Hill, Inc.
AIMCO/Blossomtree, Inc.
AIMCO/Colonnade, Inc.
AIMCO/Foothills, Inc.
AIMCO/Foxtree, Inc.
AIMCO/Freedom Place, Inc.
AIMCO/Grovetree, Inc.
AIMCO/Hiddentree, Inc.
AIMCO/IPT, Inc.
AIMCO/Islandtree, Inc.
AIMCO/▇▇▇▇▇, Inc.
AIMCO/Orchidtree, Inc.
AIMCO/OTC QRS, Inc.
AIMCO/Pine Creek, Inc.
AIMCO/Polo Park, Inc.
AIMCO/Quailtree, Inc.
AIMCO/Rivercrest, Inc.
AIMCO/Sand Castles, Inc.
AIMCO/Sand Pebble, Inc.
AIMCO/Shadetree, Inc.
AIMCO/Shadow Lake, Inc.
AIMCO/Silktree, Inc.
AIMCO/Surrey Oaks, Inc.
AIMCO/Tall Timbers, Inc.
AIMCO/The Hills, Inc.
AIMCO/Timbertree, Inc.
AIMCO/Wickertree, Inc.
AIMCO/Wildflower, Inc.
AIMCO/Windsor Landing, Inc.
AIMCO/Woodhollow, Inc.
AIMCO/Wydewood, Inc.
AIMCO/Yorktree, Inc.
AIMCO-LP, INC.
AIMCO-GP, INC.
Ambassador I, Inc.
Ambassador II, Inc.
Ambassador IV, Inc.
Ambassador V, Inc.
Ambassador VIII, Inc.
Ambassador Texas, Inc.
Ambassador X, Inc.
Ambassador XI, Inc.
Ambassador Florida Partners Inc.
Angeles Realty Corporation II
NHP Multi-Family Capital Corporation
A.J. Two, Inc.
AIMCO Equity Services, Inc.
NHP-HDV Ten, Inc.
NHP-HDV Fourteen, Inc.
▇▇▇-▇▇▇ ▇▇, Inc.
Broad Street Management, Inc.
DBL Properties Corporation
SF General, Inc.
CPF XIV/St. Charleston, Inc.
CPF XIV/▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
CPF XIV/Sun River, Inc.
CPF XV/Lakeside Place, Inc.
ConCap Equities, Inc.
ConCap Holdings, Inc.
PRA, Inc.
National Property Investors, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President