0000950134-08-004943 Sample Contracts

DISTRIBUTION AND CONTRIBUTION AGREEMENT
Distribution and Contribution Agreement • March 18th, 2008 • Aimco Properties Lp • Operators of apartment buildings • Colorado

This DISTRIBUTION AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 7, 2008, is between and among AIC REIT Properties LLC, Apartment Investment and Management Company, AIMCO/Bethesda Employee, L.L.C., AIMCO/Bethesda Holdings, Inc., AIMCO Brookwood, L.P., AIMCO Eagles Nest/Trails of Ashford, LLC, AIMCO-GP, Inc., AIMCO GP LA, L.P., AIMCO Holdings, L.P., AIMCO Holdings QRS, Inc., AIMCO IPLP, L.P., AIMCO/IPT, Inc., AIMCO-LP, Inc., AIMCO LP LA, LP, AIMCO LA QRS, Inc., AIMCO QRS GP, LLC, AIMCO Pavilion G.P., L.L.C., AIMCO Pavilion, L.P., L.L.C., AIMCO Properties, L.P., AIMCO Winchester Village, LLC, Ambassador Apartments, L.P., Ambassador VIII, Inc., Ambassador VIII, L.P., Brookwood Limited Partnership, Cooper River Properties, L.L.C., LAC Properties Operating Partnership, L.P., LAC Properties GP II Limited Partnership, LAC Properties QRS II Inc., Madison River Properties, L.L.C., National Partnership Investments Corp., OAMCO XVII, L.L.C, OAMCO XXII, L.L.C, Oxford Associates ’

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AGREEMENT OF JOINT FILING
Aimco Properties Lp • March 18th, 2008 • Operators of apartment buildings

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument.

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