PAYMENT GUARANTY
This Payment Guaranty ("Guaranty") is made as of May 5, 1997, by
APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation, AIMCO-GP,
INC., a Delaware corporation, AIMCO-LP, INC., a Delaware corporation, AIMCO
HOLDINGS, L.P., a Delaware limited partnership, AIMCO HOLDINGS QRS, INC., a
Delaware corporation, AIMCO SOMERSET, INC., a Delaware corporation, and
AIMCO/OTC QRS, INC., a Delaware corporation (each of the foregoing is referred
to herein as "Guarantor") in favor of BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION ("BofA"), as the agent for itself and the lenders ("Lenders") from
time to time party to the Revolving Credit Agreement (as hereinafter defined)
and also as the agent for itself and the lenders from time to time party to the
Bridge Loan Agreement (as defined below) (in such capacity, the "Agent").
FACTUAL BACKGROUND
Guarantor is executing this Guaranty (i) to induce the Lenders to make
a $100,000,000 revolver to term credit facility available to AIMCO Properties
L.P., a Delaware limited partnership (the "Company") in accordance with the
Amended and Restated Credit Agreement (the "Revolving Credit Agreement"), dated
of even date herewith, by and among Company, BofA (as Agent (as defined under
the Revolving Credit Agreement) and as a Lender) and the other Lenders from time
to time party thereto and (ii) to induce the Lenders to make a $25,000,000
bridge loan facility available to the Company in accordance with the Credit
Agreement (Bridge Loan) (the "Bridge Loan Agreement"), dated of even date
herewith, by and among the Company, BofA (as Agent (as defined under the Bridge
Loan Agreement) and as a Lender) and the other Lenders from time to time party
thereto. Capitalized terms used but not defined herein shall have the meanings
set forth in the Revolving Credit Agreement. As used herein, the term "Facility"
shall refer individually to each of the credit facilities available to the
Company under the Revolving Credit Agreement and the Bridge Loan Agreement and
shall refer collectively to all such credit facilities.
GUARANTY
1. GUARANTY OF LOAN. Guarantor absolutely, unconditionally and
irrevocably guaranties to Agent and the Lenders the full payment of the
Indebtedness (as hereinafter defined), and unconditionally agrees to pay to
Agent and the Lenders the full amount of the Indebtedness. This is a guaranty of
payment, not of collection. If Company defaults in the payment when due of the
Indebtedness or any part of it, Guarantor shall in lawful money of the United
States pay to 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.
2. LOAN. In this Guaranty, the term "Indebtedness" is broadly defined
to mean and include all primary, secondary, direct, indirect, fixed and
contingent obligations of Company to pay principal, interest, prepayment
charges, breakage costs, late charges, loan fees and any other fees, charges,
sums, costs and expenses which may be owing at any time under the Loan
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Documents (as such term is defined both in the Revolving Credit Agreement and in
the Bridge Loan Agreement), and shall include, without limitation, all
liabilities and obligations of the Company with respect to Letters of Credit
issued under the Revolving Credit Agreement, 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 or in any arbitration proceeding described in Section 10.17 of the
Revolving Credit Agreement, that determination shall be conclusive and binding
on Guarantor, regardless of whether Guarantor was a party to the proceeding in
which the determination was made or not.
3. RIGHTS OF AGENT AND THE LENDERS. Guarantor authorizes Agent or any
Lender to perform any or all of the following acts at any time in its sole
discretion, all without notice to Guarantor and without affecting Guarantor's
obligations under this Guaranty:
(a) 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.
(b) 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.
(c) 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 Agent or any Lender may also bid at any such sale.
(d) Agent or any Lender may apply any payments or recoveries from
Company, Guarantor or any other source, and any proceeds of any security, to
Company's obligations under the Loan Documents in such manner, order and
priority as Agent or such Lender may elect, whether or not those obligations are
guarantied by this Guaranty or secured at the time of the application.
(e) Agent or any Lender may release Company of its liability for
the Indebtedness or any part of it.
(f) Agent or any Lender may substitute, add or release any one or
more Guarantors, other guarantors or endorsers.
(g) In addition to the Indebtedness, Agent or any Lender may
extend other credit to Company, and may take and hold security for the credit
so extended, all without affecting Guarantor's liability under this Guaranty.
4. GUARANTY TO BE ABSOLUTE. 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, Guarantor shall not be released
by or because of:
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(a) Any act or event which might otherwise discharge, reduce, limit or
modify Guarantor's obligations under this Guaranty;
(b) Any waiver, extension, modification, forbearance, delay or other
act or omission of Agent or any Lender, or its failure to proceed promptly or
otherwise as against Company, Guarantor or any security;
(c) Any action, omission or circumstance which might increase the
likelihood that Guarantor may be called upon to perform under this Guaranty or
which might affect the rights or remedies of Guarantor as against Company;
(d) Any dealings occurring at any time between Company and Agent or
any Lender, whether relating to the Indebtedness or otherwise; or
(e) Any action of Agent or any Lender described in Section 3 above.
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, agreement, waivers or matters. 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
Guarantor under it shall be absolute and unconditional under any and all
circumstances.
5. GUARANTOR'S WAIVERS. Guarantor waives:
(a) All statutes of limitations as a defense to any action or
proceeding brought against Guarantor by Agent or any Lender, to the fullest
extent permitted by law,
(b) Any right it may have to require Agent or any Lender to proceed
against Company, proceed against or exhaust any security held from Company, or
pursue any other remedy in Agent's or any Lender's power to pursue;
(c) Any defense based on any claim that Guarantor's obligations exceed
or are more burdensome than those of Company;
(d) Any defense based on: (i) any legal disability of Company, (ii)
any release, discharge, modification, impairment or limitation of the liability
of Company to Agent or any Lender from any cause, whether consented to by 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;
(e) Any defense based on any action taken or omitted by Agent or any
Lender in any Insolvency Proceeding involving Company, including any election
to have Agent's or that Lender's claim allowed as being secured, partially
secured or unsecured, any extension of credit by
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Lender to Company in any Insolvency Proceeding, and the taking and holding by
Agent or any Lender of any security for any such extension of credit;
(f) 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 Agent or any Lender to Guarantor expressly provided for in
Section 1;
(g) Any defense based on or arising out of any defense that Company
may have to the payment or performance of the Indebtedness or any part of it;
and
(h) Any defense based on or arising out of any action of Agent or any
Lender described in Sections 3 or 4 above.
6. WAIVERS OF SUBROGATION AND OTHER RIGHTS.
(a) During the existence of an Event of Default by Company, Agent or
any Lender, without prior notice to or consent of 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 Company or
Guarantor, or (iv) exercise any other remedy against Company or any security. No
such action by Agent or any Lender shall release or limit the liability of
Guarantor, who shall remain liable under this Guaranty after the action, even if
the effect of the action is to deprive Guarantor of any subrogation rights,
rights of indemnity, or other rights to collect reimbursement from Company for
any sums paid to Agent or any Lender, whether contractual or arising by
operation of law or otherwise. 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 Agent or any Lender or any
third party after any foreclosure or transfer in lieu of foreclosure of any
security for the Indebtedness.
(b) Regardless of whether Guarantor may have made any payments to
Lender, Guarantor hereby waives: (i) all rights of subrogation, all rights of
indemnity, and any other rights to collect reimbursement from Company for any
sums paid to 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 Company, and (iii) all rights to participate in any security now or
later to be held by 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.
(c) Guarantor waives all rights and defenses arising out of an
election of remedies by the Agent or any Lender, even though that election of
remedies may affect Guarantor's rights of subrogation and reimbursement against
the Company by the operation of law or otherwise. In addition, Guarantor waives
all rights and defenses that Guarantor may have
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because the Company's indebtedness is secured by real property. This means,
among other things:
(1) Agent and the Lenders may collect from Guarantor without
first foreclosing on any real or personal property collateral pledged by the
Company.
(2) If Agent forecloses on any real property collateral pledged
by the Company:
(A) The amount of the indebtedness may be reduced only by
the price for which that collateral is sold at the foreclosure sale, even if
the collateral is worth more than the sale price.
(B) Agent and the Lenders may collect from Guarantor even if
Agent or any Lender, by foreclosing on the real property collateral, has
destroyed or affected any right Guarantor may have to collect from the
Company.
This is an unconditional and irrevocable waiver of any rights and
defenses Guarantor may have because the Company's indebtedness is secured by
real property.
7. REVIVAL AND REINSTATEMENT. If Agent or any Lender is required to
pay, return or restore to Company or any other person any amounts previously
paid on the Indebtedness because of any Insolvency Proceeding of Company, any
stop notice or any other reason, the obligations of Guarantor shall be
reinstated and revived and the rights of Agent and such Lender shall continue
with regard to such amounts, all as though they had never been paid.
8. INFORMATION REGARDING BORROWER. Before signing this Guaranty,
Guarantor investigated the financial condition and business operations of
Company and such other matters as Guarantor deemed appropriate to assure itself
of Company's ability to discharge its obligations under the Loan Documents.
Guarantor assumes full responsibility for that due diligence, as well as for
keeping informed of all matters which may affect Company's ability to pay and
perform its obligations to the Agent and the Lenders. Neither Agent nor any
Lender has any duty to disclose to Guarantor any information which such party
may have or receive about Company's financial condition, business operations, or
any other circumstances bearing on its ability to perform.
9. SUBORDINATION. Any rights of Guarantor, whether now existing or
later arising, to receive payment on account of any indebtedness (including
interest) owed to it by Company or any Subsidiary thereof or to receive any
payment from Company or any such Subsidiary other than those payments or
distributions permitted under Sections 7.08(b) and 7.09 of the Revolving 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.
Guarantor shall not 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 Guarantor
in trust for the Agent and the Lenders.
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10. FINANCIAL INFORMATION. Guarantor shall keep true and correct
financial books and records, using generally accepted accounting principles
consistently applied, or such other accounting principles as the Requisite
Lenders in their reasonable judgment may find acceptable from time to time.
Guarantor represents, warrants and covenants to Agent and the Lenders that all
financial information with respect to the Guarantor delivered or to be delivered
to Agent and the Lenders by the Company with respect to Guarantor under Section
6.01 of the Revolving Credit Agreement is or shall be true and correct and
fairly presents or will fairly present the financial position of the Guarantor
for the applicable period. Guarantor shall promptly provide Agent and the
Lenders with any additional audited financial information that Guarantor may
obtain, and such other information concerning its affairs and properties as
Agent or any Lender may reasonably request, including, without limitation,
signed copies of any tax returns if requested Agent or the Lenders.
11. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor
represents and warrants that:
(a) All financial statements delivered to Agent or the Lenders
were or will be prepared in accordance with generally accepted accounting
principles, or such other accounting principles as may be acceptable to the
Requisite Lenders at the time of their preparation, consistently applied;
(b) There has been no material adverse change in Guarantor's
financial condition since the dates of the statements most recently furnished
to Agent and the Lenders; and
(c) All representations and warranties given on behalf of or with
respect to Guarantor contained in Article V of the Revolving Credit
Agreement, in Article V of the Bridge Loan Agreement and in any other Loan
Document or certification made in connection with the Revolving Credit
Agreement or Bridge Loan Agreement are true and correct.
12. COVENANTS OF GUARANTOR. Guarantor covenants and agrees that it
shall comply with and perform all covenants given on behalf of or with
respect to Guarantor (whether expressly or as a Subsidiary) contained in
Articles VI and VII of the Revolving Credit Agreement, Articles VI and VII of
the Bridge Loan Agreement and in all other Loan Documents.
13. INTENTIONALLY OMITTED.
14. REFERENCE AND ARBITRATION.
(a) MANDATORY ARBITRATION. Any controversy or claim between or
among the parties, including those arising out of or relating to this
Guaranty or the Loan Documents and any claim based on or arising from an
alleged tort, shall at the request of any party be determined by arbitration.
The arbitration shall be conducted in Los Angeles, California, in accordance
with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding
any choice of law provision in this Guaranty, and under the Commercial Rules
of the American Arbitration Association (the "AAA"). The arbitrator(s) shall
give effect to statutes of limitation in determining any claim. Any
controversy concerning whether an issue is arbitrable shall be determined by
the
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arbitrator(s). Judgment upon the arbitration award may be entered in any court
having jurisdiction. The institution and maintenance of an action for judicial
relief or pursuit of a provisional or ancillary remedy shall not constitute a
waiver of the right of any party, including the plaintiff, to submit the
controversy or claim to arbitration if any other party contests such action for
judicial relief.
(b) PROVISIONAL REMEDIES SELF-HELP AND FORECLOSURE. No provision
of this Section 14 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, or to obtain provisional or ancillary
remedies from a court of competent jurisdiction before, after, or during the
pendency of any arbitration.
15. AUTHORIZATION; NO VIOLATION. Guarantor is authorized to execute,
deliver and perform under this Guaranty, which is a valid, binding, and
enforceable obligation of 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 the Guarantor. The Guaranty does not conflict
with, or constitute a breach or default under, any agreement to which Guarantor
is a party.
16. ADDITIONAL AND INDEPENDENT OBLIGATIONS. 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 Agent and consented to by
the Lenders. Guarantor's obligations under this Guaranty are independent of
those of Company on the Indebtedness. Agent or the Lenders may bring a separate
action, or commence a separate arbitration proceeding against Guarantor without
first proceeding against Company, any other person or any security that Agent or
any Lender may hold, and without pursuing any other remedy. None of Agent's or
any Lender's rights under this Guaranty shall be exhausted by any action by
Agent or any Lender until the Indebtedness has been paid and performed in full
in cash.
17. NO WAIVER; CONSENTS; CUMULATIVE REMEDIES. Each waiver by Agent or
the Lenders must be in writing, and no waiver shall be construed as a continuing
waiver. No waiver shall be implied from Agent's or any Lender's delay in
exercising or failure to exercise any right or remedy against Company, Guarantor
or any security. Consent by Agent or the Lenders to any act or omission by
Company or Guarantor shall not be construed as a consent to any other or
subsequent act or omission, or as a waiver of the requirement for Agent's or the
Lenders' consent to be obtained in any future or other instance. All remedies of
Agent and each Lender against Company and Guarantor are cumulative.
18. NO RELEASE. Except as otherwise provided in Section 1, Guarantor
shall not be released, in whole or in part, from its obligations under this
Guaranty except by a writing signed by Agent and all the Lenders.
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19. HEIRS, SUCCESSORS AND ASSIGNS; PARTICIPATION. The terms of this
Guaranty shall bind and benefit the heirs, legal representatives, successors and
assigns of Agent, the Lenders and Guarantor; provided, however, that Guarantor
may not assign this Guaranty, or assign or delegate any of its rights or
obligations under this Guaranty, without the prior written consent of Agent in
each instance. Without notice to or the consent of Guarantor, Agent and any
Lender may disclose any and all information in its possession concerning
Guarantor, this Guaranty and any security for this Guaranty to any actual or
prospective purchaser of any securities issued or to be issued by 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.
20. NOTICES.
(a) 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 its
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.
(b) 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.
(c) RELIANCE. Agent and each Lender shall be entitled to rely on
the authority of any person purporting to be a person authorized by Guarantor
to give such notice, and neither Agent nor any Lender shall have any
liability to Guarantor or any other person on account of any action taken or
not taken by Agent or such Lender in reliance upon such telephonic or
facsimile notice. The obligation of 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 Agent or
a Lender of a confirmation which is at variance with the terms understood by
Agent or such Lender to be contained in the telephonic or facsimile notice.
21. RULES OF CONSTRUCTION. In this Guaranty, the word "Company"
includes both the named Company 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 Company 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 "Guarantor" 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.
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22. GOVERNING LAW. This Guaranty shall be governed by, and construed
in accordance with, the laws of the State of _____________, without regard to
its choice of law rules.
23. 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, Guarantor
agrees to pay all of the Agent's and each Lender's costs and expenses, including
attorneys' fees (including allocated costs for services of the 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 Agent or Lenders under the Revolving Credit Agreement
or the Bridge Loan 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 Agent or the Lenders make demand therefor hereunder until paid in full
in cash to such Agent or the Lenders at the Base Rate, as defined in the
Revolving Credit Agreement, plus three (3%) percentage points, 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.
24. CONSIDERATION. Guarantor acknowledges that it expects to benefit
from Lenders' extension of the Facility to Company because of its relationship
to Company, because such Facility is essential to the business of the Company
and because a portion of the Indebtedness will be available for the Company to
pay certain expenses intended to be incurred by Guarantor in connection with the
conduct by Guarantor of its business. Guarantor is executing this Guaranty in
consideration of these anticipated benefits.
25. 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 Guarantor, Agent and the and 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
Guarantor, 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 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 Agent and the Lenders only, nothing contained in this Guaranty shall
alter the rights and obligations among Agent and the Lenders set forth in the
Credit Agreement.
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26. 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 Guarantor. The obligations of
each Guarantor under this Guaranty shall be joint and several.
Guarantors:
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY,
a Maryland corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice Chairman
AIMCO-GP, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
AIMCO-LP, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
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AIMCO HOLDINGS, LP,
a Delaware limited partnership
By: AIMCO HOLDINGS QRS, INC.,
a Delaware corporation,
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
AIMCO HOLDINGS QRS, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
Address Where Notices to Guarantors are
to be Sent:
AIMCO SOMERSET, INC.,
a Delaware corporation ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
17th Floor
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
Address Where Notices to Agent are
to be Sent:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
AIMCO/OTC QRS, INC., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
a Delaware corporation ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Att'n: Manager - ▇▇▇▇ #▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇.▇▇▇▇▇▇▇▇▇
Vice President Addresses Where Notices to the Lenders
are to be Sent:
Per the Credit Agreement
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