AND AGREEMENT Clause Samples

AND AGREEMENT. This Agreement will become effective upon its ratification by the PEA and the Board. It may be amended by mutual consent of both parties. A meeting to negotiate such amendment proposals shall be held not more than thirty (30) days following a written request for such meeting by either party. Negotiations shall be conducted in accordance with the procedures in this Agreement, but such amendment proposals shall not be permitted during the negotiations period defined in Paragraphs B of Article III, above, except by mutual consent of both parties.

AND AGREEMENT. In consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein and in the SPA, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Shareholder undertakes, and the Parties agree, as follows:

AND AGREEMENT. This Amendment shall become effective as of the date hereof (the “Amendment No. 1 and Agreement Effective Date”) when, and only when, each of the following conditions precedent shall have been (or is or will be substantially concurrently therewith) satisfied or waived by the Administrative Agent:

AND AGREEMENT. Person giving consent – I am (tick the applicable box): parent/carer of the person identified in Section 1 the person identified in Section 1 (if student is over 18 years or has independent status) Student a) Print name of student a: Signature or mark of student a*: Date: Student b) Print name of student b: Signature or mark of student b*: Date: Student c) Print name of student c: Signature or mark of student c*: Date: Student d) Print name of student d: Signature or mark of student d*: Date: Student e) Print name of student e: Signature or mark of student e*: Date: a. required to be read aloud (whether in English or in an alternative language or dialect) to the person giving consent and/or: b. when the person giving consent is an independent student under the age of 18.

AND AGREEMENT by /s/Anthony Iarrobino ------------------------ Name: Anthony Iarrobino Titl▇: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇nt SIGNATURE PAGE TO AMENDMENT NO. 6 AND AGREEMENT dated May 8, 2002 Name of Institution: KZH ING-3 LLC To approve Amendment No. 6 and Agreement: by /s/Anthony Iarrobino ------------------------ Name: Anthony Iarrobino Titl▇: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇nt SIGNATURE PAGE TO AMENDMENT NO. 6 AND AGREEMENT dated May 8, 2002 Name of Institution: KZH Sterling LLC To approve Amendment No. 6 and Agreement: by /s/Anthony Iarrobino ------------------------ Name: Anthony Iarrobino Titl▇: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇nt SIGNATURE PAGE TO AMENDMENT NO. 6 AND AGREEMENT dated May 8, 2002 Name of Institution: Maplewood (Cayman) Ltd. To approve Amendment No. 6 and Agreement: by Massachusetts Mutual Life Insurance Co., as Investment Manager, by /s/Steven J. Katz -------------------------------- Name: Steven J. Katz Title: ▇▇▇▇▇▇ ▇▇▇▇ ▇resident and Associate General Counsel SIGNATURE PAGE TO AMENDMENT NO. 6 AND AGREEMENT dated May 8, 2002 Name of Institution: Massachusetts Mutual Life Insurance Company To approve Amendment No. 6 and Agreement: by /s/Steven J. Katz ------------------------------- Name: Steven J. Katz Title: ▇▇▇▇▇▇ ▇▇▇▇ ▇resident and Associate General Counsel SIGNATURE PAGE TO AMENDMENT NO. 6 AND AGREEMENT dated May 8, 2002 Name of Institution: Mellon Bank To approve Amendment No. 6 and Agreement: by /s/Robert J. Reichenbach ---------------------------- Name: Robert J. Reichenbach ▇▇▇▇▇: SIGNATURE PAGE TO AMENDMENT NO. 6 AND AGREEMENT dated May 8, 2002 Name of Institution: Mizuho Corporate Bank, Ltd.

AND AGREEMENT by /s/ Jose▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: Jose▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Specify amount of Revolving Credit Commitment increase representing rollover of existing Tranche A Term Loan Commitment: $ Specify amount of Revolving Credit Commitment increase in excess of existing Tranche A Term Loan Commitment (or, if not an existing Revolving Credit Lender, amount of Revolving Credit Commitment to be provided): $ Total amount of increase in Revolving Credit Commitment: $ by ------------------------------------ Name: Title: 42 SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: STRATA FUNDING By: INVESCO Senior Secured Management Inc., as Sub-Managing Agent To approve Amendment No. 5 and Agreement: by /s/ Jose▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: Jose▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Specify amount of Revolving Credit Commitment increase representing rollover of existing Tranche A Term Loan Commitment: $ Specify amount of Revolving Credit Commitment increase in excess of existing Tranche A Term Loan Commitment (or, if not an existing Revolving Credit Lender, amount of Revolving Credit Commitment to be provided): $ Total amount of increase in Revolving Credit Commitment: $ by ------------------------------------ Name: Title: SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: TRITON CDO IV, LIMITED By: INVESCO Senior Secured Management Inc., as Investment Advisor To approve Amendment No. 5 and Agreement: by /s/ Jose▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: Jose▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Specify amount of Revolving Credit Commitment increase representing rollover of existing Tranche A Term Loan Commitment: $ Specify amount of Revolving Credit Commitment increase in excess of existing Tranche A Term Loan Commitment (or, if not an existing Revolving Credit Lender, amount of Revolving Credit Commitment to be provided): $ Total amount of increase in Revolving Credit Commitment: $ by ------------------------------------ Name: Title: SIGNATURE PAGE TO AMENDMENT NO. 5 AND AGREEMENT dated August 15, 2000 Name of Institution: TRITON CBO III, LIMITED By: INVESCO Senior Secured Management Inc., as Investment Advisor To approve Amendment No. 5 and Agreement: by /s/ Jose▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: Jose▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Specify amount of Revolving Credit Commitment increase repr...

AND AGREEMENT by /s/ Mark ▇. ▇▇▇d ----------------------------------- Name: Mark ▇. ▇▇▇d Title: Managing Director by /s/ Rich▇▇▇ ▇. ▇▇▇▇▇ ----------------------------------- Name: Rich▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President Specify amount of Revolving Credit Commitment increase representing rollover of existing Tranche A Term Loan Commitment: $ Specify amount of Revolving Credit Commitment increase in excess of existing Tranche A Term Loan Commitment (or, if not an existing Revolving Credit Lender, amount of Revolving Credit Commitment to be provided): $ Total amount of increase in Revolving Credit Commitment: $ by ------------------------------------ Name: Title:

AND AGREEMENT. The signatory hereto (the "Signatory") hereby acknowledges that he or she has received (i) the Purchaser's Offer to Purchase, dated the Offer Date (as supplemented or amended from time to time, the "Offer to Purchase") relating to the offer by AIMCO Properties, L.P. (the "Purchaser") to purchase units of limited partnership interest in the Partnership, (ii) the Letter of Transmittal attached as Annex II thereto (the "Letter of Transmittal"), (iii) this Acknowledgment and Agreement, and (iv) the Instructions hereto in the Letter of Transmittal, as each may be supplemented or amended from time to time, and whose terms and conditions are incorporated by reference herein (collectively, the "Offer"). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Offer to Purchase. The Signatory hereby understands and agrees that the Letter of Transmittal is hereby incorporated by reference herein and is hereby made a part hereof. The Signatory hereby makes the representations, warranties, and covenants, and agrees to the terms and conditions, in each case set forth in the Letter of Transmittal, and hereby tenders to the Purchaser the units of limited partnership interest set forth in the box entitled "Description of Units Tendered" herein, including all interests represented by such units (collectively, the "Units"), as described in the Offer to Purchase and certifies under penalties of perjury that the statements in Box 6 and Box 7 herein are true. The Signatory hereby irrevocably constitutes and appoints the Purchaser and any designees of the Purchaser as the true and lawful agent and attorney-in-fact of the Signatory with respect to such Units, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to vote or act in such manner as any such attorney and proxy or substitute shall, in its sole discretion, deem proper with respect to such Units on any matter submitted for the consent or approval of holders of such Units, to do all such acts and things necessary or expedient to deliver such Units and transfer ownership of such Units on the partnership books maintained by the managing general partner of the Partnership, together with all accompanying evidence of transfer and authenticity to, or upon the order of, the Purchaser, to sign any and all documents necessary to authorize the transfer of the Units to the Purchaser including, without limitatio...

AND AGREEMENT. This Attachment 1 is acknowledged and agreed to by Customer. EPIXTAR FINANCIAL CORP. WDR 10/15/02 -------------------------------- -------------------------------- Customer's Initials Date Exhibit A to Attachment 1 to the Billing Services Agreement Certain Fees and Expenses 1). Customer Service Inquiry Fees. Customer is charged a Customer Service Inquiry Fee of $3.25 for each inquiry handled by ACI's Customer Service Department, in addition to any LEC fees. The fee for the transfer of inquiry, as set forth in Article VII (iii), is $0.65 per inquiry transferred, plus any LEC fees.