Common use of Good Standing of Subsidiaries Clause in Contracts

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or similar rights of any security of each Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. The subsidiaries listed on Schedule 2.11 hereto (the “Subsidiaries”) are the only Subsidiaries subsidiaries which are currently material to the business and operations of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership , and each such Subsidiary has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and formation (either the Republic of the Xxxxxxxx Islands or Malta), has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing is not resulting or would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse EffectChange. All of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries one or more wholly-owned Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim except for those arising under any credit facility or loan agreement (“Credit Facilities”) to which the Company or any other security interestsof its Subsidiaries is a party as disclosed in or contemplated in the Registration Statement, mortgages, pledges, liens, encumbrances, claims in law Pricing Disclosure Package and the Prospectus or in equity, and any related Security Agreement or Pledge Agreement; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of each such Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) of each Blue Bird Party (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent the concept of “good standing” is applicable in which it is chartered each such jurisdiction), has corporate or organized and has the requisite similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is requiredrequired (to the extent the concepts of “qualification to transact business” and “good standing” are applicable in each such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests is owned directly or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned indirectly by the Company or the Operating Partnershipapplicable Blue Bird Party, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in . The only subsidiaries of the aggregate, reasonably be expected Company are the subsidiaries listed on Exhibit 21 to result in a Material Adverse Effectthe Registration Statement.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and to enter into and perform its obligations under the agreements to which it is party and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity ownership interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations . The only “significant subsidiaries” of the Company are the subsidiaries listed on Schedule C hereto. Except as would not, individually or set forth in the aggregateRegistration Statement, reasonably be expected to result the General Disclosure Package and the Prospectus, the Company does not own, directly or indirectly, any shares of stock or any other equity or debt securities of any corporation or have any equity or debt interest in any firm, partnership, joint venture, association or other entity that is not a Material Adverse EffectSubsidiary.

Good Standing of Subsidiaries. The only Subsidiaries subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. K and Bruins Owner LLC, Bruins Lessee LLC, Razorbacks Owner LLC, Razorbacks Lessee LLC, Running Rebels Owner LLC, Running Rebels Lessee LLC, Wolverines Owner LLC, Wolverines Lessee LLC, Hoosiers Owner LLC and Hoosiers Lessee LLC (each, a Delaware limited liability company) (collectively, the “Subsidiaries”). Each of the Subsidiaries of the Company or the Operating Partnership and each other Subsidiary has been duly incorporated or organized and is validly existing as a corporation, limited partnership, trust, limited liability limited partnership, general partnership company or limited liability companycorporation, as applicablethe case may be, in good standing under the laws of the jurisdiction in which it is chartered state of its formation or organized and organization, has the requisite power partnership, trust or corporate power, as the case may be, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporationpartnership, trust, limited partnership, general partnership liability company or limited liability companycorporation, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement and the Prospectus, the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary Subsidiary, have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessableassessable (except, andin the case of any foreign subsidiary, for directors’ qualifying shares and except (i) as otherwise set forth described in each of the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus) and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any equity (other security intereststhan liens granted in connection with the Credit Facilities and Senior Secured Notes (each as defined in the Company’s Annual Report on Form 10-K for the year ended December 31, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none 2020)). None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the most recent fiscal year and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Each subsidiary of the Company that may constitute Company, other than those set forth on Schedule D (each subsidiary other than those set forth on Schedule D, a “significant subsidiarySubsidiary” within and, collectively, the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”), has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock, stock or partnership interests, limited liability company interests or other equivalent equity membership interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are is owned by the Company or (except in the Operating Partnershipcase of any foreign subsidiaries, as applicablefor director’s qualifying shares), either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any equity, except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus and other than with respect to security interests, mortgages, pledges, liens, encumbrances, claims encumbrances and defects in law or in equity, and none place as of the date hereof in connection with debt outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests as disclosed in the General Disclosure Package. The only subsidiaries of the Subsidiaries were issued Company are (A) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K (the “Form 10-K”) or otherwise disclosed in violation of the preemptive or similar rights of any security of each Subsidiary, except such violations as would not, individually or Note 23 in the aggregateaudited consolidated financial statements in the Form 10-K and (B) certain other subsidiaries which, reasonably be expected to result considered in the aggregate as a Material Adverse Effect.single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (including the Subsidiaries listed on Exhibit 21.1 to Bank) (each, a “Significant Subsidiary” and, collectively, the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and other organization, has the all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of in each such Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) for the Bank as otherwise set forth in each provided under Section 3807 of the Registration Statement and the Prospectus and (ii) the shares Michigan Banking Code of capital stock1999, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restatednon-assessable and, supplemented or otherwise modifiedin the case of each Significant Subsidiary, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of the Subsidiaries in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each Subsidiaryof the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, except and no proceeding for the revocation or termination of such violations as would notinsurance is pending or, individually or in to the aggregateknowledge of the Company, reasonably be expected to result in a Material Adverse Effectthreatened.

Good Standing of Subsidiaries. The only Subsidiaries Each subsidiary of the Company that may constitute identified on Schedule D hereto (each, a “significant subsidiarySubsidiary” within and, collectively, the meaning of Rule 1-02(w“Subsidiaries”) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted or is validly existing as a national banking association under the laws of the United States, except in each case where the failure to be so qualify authorized or register be in valid existence would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none claim. None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement and (b) certain other unregulated subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the any preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Each "significant subsidiary" of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a "Subsidiary" and collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership "Subsidiaries") has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership corporation or limited liability company, as applicablethe case may be, in good standing under the laws of the jurisdiction in which it is chartered or organized and of its organization, has the requisite corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectuses and is duly qualified or registered as a foreign corporation, limited partnership, general partnership corporation or limited liability company, as applicablethe case may be, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock, partnership interests, stock or limited liability company interests or other equivalent equity interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, stock or limited liability company interests or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21.1 to the Registration Statement and (b) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a "significant subsidiary" as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. As of the date hereof, except such violations as would notthe only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit D hereto and (B) certain other subsidiaries which, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are the Subsidiaries and listed on Exhibit 21.1 to Schedule D of this Agreement) (each a “Subsidiary” and, collectively, the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement and the General Disclosure Package, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Registration Statement which was filed on March 17, 2011 with the Commission, and each Subsidiary, except of such violations as would not, individually subsidiaries is directly or in indirectly wholly owned by the aggregate, reasonably be expected to result in a Material Adverse EffectCompany.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing or equivalent status under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing or equivalent status in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing or equivalent status would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests securities of each such Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, assessable (except (i) as otherwise such non-assessability may be affected by Section 18-607 of the Limited Liability Company Act of the State of Delaware and limited to the extent set forth in each such Subsidiary’s organizational documents) and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, other than (1) as contemplated by the Registration Statement Asset-Based Revolving Credit Agreement, dated as of April 1, 2016, by and among the Company and certain of its subsidiaries, as borrowers, the guarantors party thereto, Citibank, N.A., as administrative agent, and the Prospectus and other lenders party thereto (iias amended, the “ABL Facility”), as disclosed in the General Disclosure Package; (2) as contemplated by the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security AgreementIndenture, dated as of November 2, 20042017, among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. Company issued its 8.00% Senior Secured Notes due 2024 (collectivelyas amended or supplemented, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit AgreementNotes Indenture”), as disclosed in the General Disclosure Package; and (y3) that certain Security Agreementas contemplated by the liens, dated encumbrances or defects in place as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to date hereof in connection with other debt outstanding as disclosed in the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none General Disclosure Package. None of the outstanding shares equity securities of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the any preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. The only Subsidiaries of Each Affiliate (as defined in the Company that may constitute a Prospectus) and each other “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stockshare capital, partnership interests, limited liability company common stock or membership interests or other equivalent equity interests (as applicable) of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stockshare capital, partnership common stock or membership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either owned by the Company, directly or through Subsidiaries subsidiaries, are owned free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares share capital, common stock or membership interests (as applicable) of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, except such violations as would not2015 and (B) certain other subsidiaries which, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are under the Subsidiaries listed on Exhibit 21.1 to 1933 Act) (each, a “Subsidiary” and, collectively, the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been “Subsidiaries”) is duly incorporated or organized formed, as the case may be, and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and (where applicable in the relevant jurisdiction) in good standing under the laws of its jurisdiction of incorporation or formation, as the jurisdiction in which it is chartered or organized case may be, and has the all requisite corporate, limited liability company, partnership or similar power and authority authority, as the case may be, to own, lease and operate its properties and to conduct its business as now conducted and as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, and is in good standing in the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register be validly existing and (where applicable in the relevant jurisdiction) in good standing would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. All the outstanding shares of capital stock, partnership interestsEach Subsidiary is duly qualified to do business as a foreign corporation, limited liability company interests company, partnership or similar business entity in good standing (or equivalent concept) in all other equivalent equity interests jurisdictions where the ownership or leasing of each its properties or the conduct of its business requires such Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, andqualification, except (i) as otherwise set forth in each of where the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant failure to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or similar rights of any security of each Subsidiary, except such violations as be so qualified would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (other than liens securing the Credit Agreement and the 2026 Notes (as each is defined in the General Disclosure Package) and other immaterial liens). None of the outstanding shares of capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) of each XPO Party (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent the concept of “good standing” is applicable in which it is chartered each such jurisdiction), has corporate or organized and has the requisite similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is requiredrequired (to the extent the concepts of “qualification to transact business” and “good standing” are applicable in each such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except assessable (i) as otherwise set forth to the extent such concepts are applicable in each of the Registration Statement such jurisdiction) and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests is owned directly or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned indirectly by the Company applicable XPO Party or the Operating PartnershipXPO Holdings LLC, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any equity other security interests, mortgages, pledges, liens, encumbrances, claims than those arising under the credit agreements described in law or in equity, the General Disclosure Package and none the Prospectus and filed as exhibits to the Registration Statement. None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) those listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. As of the date hereof, except such violations as would notthe only subsidiaries of the Company are (A) the subsidiaries listed on Schedule D hereto and (B) certain other subsidiaries which, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Each subsidiary (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a "Subsidiary" and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each "Subsidiaries") of the Subsidiaries of the Company Diamond Growers or the Operating Partnership Diamond Foods has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, business entity in good standing under the laws of the jurisdiction in which it is chartered or organized and of its organization, has the requisite legal power and authority to own, own or lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership business entity (corporate or limited liability company, as applicable, otherwise) to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, assessable and are owned (except (ifor preferred securities issued by DW Capital Trust I) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests by Diamond Growers or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A.Diamond Foods, as administrative agent (in such capacitythe case may be, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were each such Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only Subsidiaries of (A) Diamond Growers prior to the Effective Time are the entities listed on Exhibit 21.01 to the Registration Statement, except such violations as would not, individually or in and (B) Diamond Foods are the aggregate, reasonably be expected to result in a Material Adverse Effect.entities listed on Exhibit

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and has the requisite organization, with power and authority to own, lease and operate own its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and is has been duly qualified or registered as a foreign corporation, limited partnership, general partnership corporation or limited liability company, as applicable, organization for the transaction of business and is in good standing in under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, qualification; except in each case where the failure to be so qualify incorporated or register organized or to be so qualified or have such power or authority would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect. All Except as otherwise disclosed in the outstanding Registration Statement, the General Disclosure Package and the Prospectus, all of the issued shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests are owned directly or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which indirectly by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, all liens, encumbrances, claims in law or in equityequities other than liens granted or otherwise permitted by the senior secured credit facility of HD Supply, and none Inc. None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K that is incorporated by reference into the Registration Statement and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (including each Bank) (each, a “Significant Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and other organization, has the all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus and, in the case of each Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of in each such Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of the Subsidiaries in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each Subsidiaryof the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, except and no proceeding for the revocation or termination of such violations as would notinsurance is pending or, individually or in to the aggregateknowledge of the Company, reasonably be expected to result in a Material Adverse Effectthreatened.

Good Standing of Subsidiaries. The only Subsidiaries of Company has no direct or indirect subsidiaries that are consolidated with the Company that may constitute for financial reporting purposes under GAAP (each, a “significant subsidiarySubsidiary” within and collectively, the meaning of Rule 1-02(w“Subsidiaries”) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. other than SVCP, TCPC Funding I, LLC and TCPC SBIC, LP (“TCPC SBIC”). Each of the Subsidiaries of the Company or the Operating Partnership Subsidiary has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the ProspectusProspectus and to enter into and perform its obligations under this Agreement and the Company Agreements, as applicable; and each Subsidiary is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity ownership interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations . Except (A) as would not, individually or set forth in the aggregateRegistration Statement, reasonably be expected to result the General Disclosure Package and the Prospectus and (B) for portfolio investments made after June 30, 2017 the Company does not own, directly or indirectly (including through its ownership of SVCP), any shares of stock or any other equity or debt securities of any corporation or have any equity or debt interest in any firm, partnership, joint venture, association or other entity that is not a Material Adverse EffectSubsidiary.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (including the Subsidiaries listed on Exhibit 21.1 to Bank) (each, a “Significant Subsidiary” and, collectively, the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and other organization, has the all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of in each such Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of the Subsidiaries in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. The deposit accounts of each Subsidiaryof the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, except and no proceeding for the revocation or termination of such violations as would notinsurance is pending or, individually or in to the aggregateknowledge of the Company, reasonably be expected to result in a Material Adverse Effectthreatened.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, not be reasonably be expected likely to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security holder of each such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement (excluding any subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse EffectRule 1-02 of Regulation S-X).

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries X) of the Company or after giving effect to the Reorganization (each, a “Subsidiary” and, collectively, the “Subsidiaries”), other than the Operating Partnership LLC, has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, own or lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, immediately following the Reorganization, all of the issued and outstanding shares of capital stock, partnership interests, stock or limited liability company interests or other equivalent equity interests of each such Subsidiary have has been duly authorized and will be validly issued and are issued, will be fully paid and non-assessableassessable (except as such non-assessability may be limited by Sections 18-303, and, except (i) as otherwise set forth in each 18-607 and 18-804 of the Registration Statement Delaware Limited Liability Company Act) and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which will be owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (other than those arising under the Operating Partnership First Lien Credit Agreement and AIMCO/Bethesda Holdings, Inc. Second Lien Credit Agreement (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, each dated as of November 2July 3, 2004 2017, among the Operating LLC and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest insubsidiaries, and pledged, certain collateral to the Administrative Agent, all outstanding shares Royal Bank of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCanada, as applicableAdministrative Agent and the other lenders party thereto, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none each as amended). None of the outstanding shares of capital stock, partnership interests, stock or limited liability company interests or other equivalent equity interests of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Company represents and warrants that set forth on Schedule C are each of its subsidiaries that are material, financial or otherwise, to the earnings, business affairs or business prospects of the Company that may constitute and its subsidiaries considered as one enterprise (each a “significant subsidiarySubsidiary” within and collectively, the meaning “Subsidiaries”) and set forth on Schedule D are each of Rule 1-02(wits joint ventures (that are not also Subsidiaries) of Regulation S-X that are the Subsidiaries listed on Exhibit 21.1 material, financial or otherwise, to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries earnings, business affairs or business prospects of the Company or and its subsidiaries considered as one enterprise (each a “Joint Venture” and collectively, the Operating Partnership “Joint Ventures”). Each Subsidiary and Joint Venture has been duly incorporated or organized and is validly existing as a corporation, limited partnershipliability company, limited partnership or limited liability limited partnership, general partnership or limited liability company, as applicablethe case may be, in good standing under the laws of the jurisdiction of its incorporation, organization or formation, except where the failure so to qualify or to be in which it is chartered good standing would not reasonably be expected to result in a Material Adverse Effect, has corporate or organized and has the requisite other applicable entity, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership corporation or limited liability company, as applicable, other applicable entity to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, General Disclosure Package and the Prospectus all of the issued and outstanding shares of capital stock, partnership stock or other applicable entity interests, limited liability company interests which are owned directly or other equivalent equity interests indirectly by the Company, of each such Subsidiary have and Joint Venture has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares case of capital stock, partnership non-assessable and, in the case of any other equity interests, limited exempts the holder thereof from any expense or liability company interests or other equivalent equity interests beyond the amount of Subsidiaries that are pledged under (x) that certain Security Agreementsuch holder’s investment except as otherwise described in the Registration Statement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto General Disclosure Package and the Administrative Agent (as amended, amended and restated, supplemented Prospectus or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or similar rights of any security of each Subsidiary, except such violations as would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect., and, each of the shares of capital stock or other applicable entity interests owned, directly or indirectly by the Company, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other applicable entity interests, which are owned directly or indirectly by the Company, of any Subsidiary or Joint Venture was issued in violation of the preemptive, co-sale, registration, right of first refusal or similar rights of any securityholder of such Subsidiary or Joint Venture or any other person. The only subsidiaries of the Company are (a) the Subsidiaries listed on Schedule C hereto and the Joint Ventures listed on Schedule D hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessableassessable and immediately after the Reorganization Transaction, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which will be owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. Immediately after the Reorganization Transaction, except such violations as would notthe only subsidiaries of the Company will be (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries subsidiaries of the Company that may constitute a “significant subsidiary” of the Company (within the meaning of Rule 1-02(w) of Regulation S-X X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) are the Subsidiaries listed on Exhibit 21.1 D hereto, as amended to include the subsidiaries of the Company listed on Exhibit 21 to the Company’s most recent recently filed Annual Report on Form 10-K. K that is filed after the date hereof that constitute a “significant subsidiary” as of such date. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or partnership, limited liability companycompany or other entity, as applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized (to the extent the concept of good standing is recognized in such jurisdiction) and has the requisite organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or partnership, limited liability companycompany or other entity, as applicable, and is in good standing in the jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and and, in the case of each Subsidiary that is a corporation, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative AgentProspectus, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries wholly-owned Subsidiaries, free and clear of any perfected security interest or any other security interests, mortgages, pledges, liensLiens (as defined herein), encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or similar rights of any security of each Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. The only Subsidiaries Each subsidiary of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated organized or organized formed and is validly existing as a corporation, limited partnership, limited liability limited company, Massachusetts business trust or general partnership, general partnership or limited liability companyas the case may be, as applicable, under the laws of its jurisdiction of organization and is in good standing under the laws of the its jurisdiction in which it is chartered of organization, has power (corporate or organized and has the requisite power otherwise) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, Massachusetts business trust or general partnership, as applicablethe case may be, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the outstanding General Disclosure Package and the Prospectus, all of the issued shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary subsidiary of the Company which is a corporation, have been duly authorized and validly issued issued, and are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are extent owned by the Company or any of its subsidiaries (except for directors’ qualifying shares and as described or reflected generally in the Operating PartnershipGeneral Disclosure Package and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, in each case with such exceptions, individually or in the aggregate, as would not have a Material Adverse Effect. The partnership interests, membership interests and shares of beneficial interest of each subsidiary of the Company which is a partnership, limited liability company or Massachusetts business trust have been validly issued in accordance with applicable law and the partnership agreement, limited liability agreement or declaration of trust, as applicable, either of such subsidiary, and to the extent owned by the Company or any of its subsidiaries (except as described or reflected generally in the General Disclosure Package and the Prospectus) are owned directly or through Subsidiaries indirectly by the Company, free and clear of any perfected security interest or any other security interests, mortgages, pledges, all liens, encumbrances, claims equities or claims, in law each case with such exceptions, individually or in equitythe aggregate, as would not have a Material Adverse Effect; and none of the outstanding shares of capital stock, partnership interests, limited liability company membership interests or other equivalent equity interests shares of beneficial interests, as the case may be, of any subsidiary of the Subsidiaries were Company was issued in violation of the preemptive or similar rights of any security securityholder of each Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectsubsidiary.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are promulgated under the Subsidiaries listed on Exhibit 21.1 to 0000 Xxx) (each, a “Subsidiary” and, collectively, the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”), if any, has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, partnership or real estate investment trust, as applicablethe case may be, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and formation, as the case may be, has corporate, limited liability company, partnership or trust, as the requisite case may be, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, partnership or real estate investment trust, as applicablethe case may be, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and are validly issued and are issued, fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests are or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which will be owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding capital shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or other similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Significant Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and other organization, has the all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register as would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and, except (i) Except as otherwise set forth described in each of the Registration Statement Statement, the General Disclosure Package and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or similar rights of any security of each Subsidiary, except such violations as would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, all of the issued and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and (other than directors’ qualifying shares and similar interests) are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity and none of the outstanding shares of capital stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary or any other entity. Exhibit 21 to the Registration Statement complies with Rule 601(b)(21) under the Securities Act Regulations.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered or organized and of its incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All The activities of the Company’s subsidiaries are permitted of subsidiaries of a bank holding company under applicable law and the rules and regulations of the Federal Reserve Board (the “FRB”) set forth in Title 12 of the Code of Federal Regulations; the activities of Subsidiaries that are banks (each, a “Bank,” and collectively, the “Banks”) are permitted under the laws and regulations of their respective jurisdictions of organization and the deposit accounts in the Banks are insured up to the applicable limits by the Federal Deposit Insurance Corporation (the “FDIC”). Except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in . The only subsidiaries of the aggregate, reasonably be expected to result in a Material Adverse EffectCompany are (a) the subsidiaries listed on Schedule D hereto.

Good Standing of Subsidiaries. The only Subsidiaries Each "significant subsidiary" of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (including the Subsidiaries listed on Exhibit 21.1 to Bank) (each, a "Significant Subsidiary" and, collectively, the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership "Significant Subsidiaries") has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and other organization, has the all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of in each such Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) for the Bank, as otherwise set forth in each provided under Section 3807 of the Registration Statement and the Prospectus and (ii) the shares Michigan Banking Code of capital stock1999, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restatednon-assessable and, supplemented or otherwise modifiedin the case of each Significant Subsidiary, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of the Subsidiaries in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each Subsidiaryof the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, except and no proceeding for the revocation or termination of such violations as would notinsurance is pending or, individually or in to the aggregateknowledge of the Company, reasonably be expected to result in a Material Adverse Effectthreatened.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) and China SemiLEDs (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has “Subsidiaries”) have been duly incorporated or organized and is are validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing (to the extent such concept exists) under the laws of the jurisdiction in which it is chartered of their respective incorporation or organized and has the requisite organization, have corporate or similar power and authority to own, lease and operate its their respective properties and to conduct its business their respective businesses as described in the Registration Statement General Disclosure Package and the Prospectus, Prospectus and is are duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is are in good standing (to the extent such concept exists) in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each Subsidiarysuch Subsidiary or of any other third party. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries that, except such violations as would not, individually or when considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result would not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Each subsidiary of the Company that may constitute (each a “significant subsidiarySubsidiary” within and collectively the meaning of Rule 1-02(w“Subsidiaries”) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicablethe case may be, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and existence, has the requisite corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Time of Sale Prospectus and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general corporation or partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, all of the outstanding shares of capital stock, stock or partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and or created, are fully paid and non-assessableassessable and except as described in Schedule E are owned by the Company, anddirectly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except (i) as otherwise set forth in each for pledges of such capital stock and partnership interests that were granted under the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Credit Agreement, dated as May 31, 2007, among the Company, certain of November 2, 2004, pursuant to which the Subsidiaries of the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest inlenders party thereto, and pledged, certain collateral to Bank of America, America N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, stock or partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were was issued in violation of the any preemptive or similar rights arising by operation of law, or under the charter, by-laws or other charter documents of any security Subsidiary or under any agreement to which the Company or any Subsidiary is a party. All of each Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSubsidiaries of the Company are listed on Schedule E attached hereto.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) and Visible Equity, LLC (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which of its incorporation or organization (or such equivalent concept to the extent it is chartered exists under the laws of such jurisdiction), has corporate or organized and has the requisite similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable (or such equivalent concept to the extent it exists under the laws of such jurisdiction) and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except to the extent any such security interest, mortgage, pledge, lien, encumbrance or claim would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) any other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership corporation or limited liability company, as applicable, company in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and formation, has the requisite corporate or limited liability company power and corporate or limited liability company authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, entity to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock, partnership interests, stock or limited liability company interests or other equivalent equity interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, stock or limited liability company interests or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule C hereto, except and then only Significant Subsidiaries are the subsidiaries identified as such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.on Schedule C hereto

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered or organized and of its organization, has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Prospectus and the Prospectus, General Disclosure Package and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) all of the issued and outstanding shares capital stock of capital stockeach such Subsidiary that is a corporation has been duly authorized and validly issued, partnership interestsis fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, (B) all of the issued and outstanding limited liability company interests or other equivalent equity interests of each such Subsidiary that is a limited liability company have been duly authorized and validly issued (under applicable law and are the limited liability company agreement of such Subsidiary), is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equityequity and (C) all of the issued and outstanding limited and general partnership interests of each such Subsidiary that is a partnership have been duly authorized and validly issued, and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in . The only subsidiaries of the aggregate, reasonably be expected to result in a Material Adverse EffectCompany are the subsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. The only Subsidiaries Each "significant subsidiary" of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a "Subsidiary" and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership "Subsidiaries") has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered or organized and of its incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectuses and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except for directors' qualifying shares or as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, except for any security interest, mortgage, pledge, lien, encumbrance, claim or equity created pursuant to the Credit Agreement (as defined in the Registration Statement) or the New Bank Credit Agreement or under any local working capital facilities or interest protection agreements secured under the New Bank Credit Agreement (the "Other Secured Agreements"); and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, except such violations do not constitute a "significant subsidiary" as would not, individually or defined in the aggregate, reasonably be expected to result in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Each subsidiary of the Company that may constitute (each a “significant subsidiarySubsidiary” within and, collectively, the meaning of Rule 1-02(w“Subsidiaries”) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered or organized and of its incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement non assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries wholly-owned Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interestsequity except for those arising under Credit Facilities (as hereinafter defined) as disclosed in the Registration Statement, mortgages, pledges, liens, encumbrances, claims in law or in equity, General Disclosure Package and the Prospectus; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of each such Subsidiary. The only vessel-owning Subsidiaries of the Company are the Subsidiaries listed on Schedule E-1 hereto and the only Subsidiaries that have contracted to acquire vessels are listed on Schedule E-2 hereto. Other than the Subsidiaries listed on Schedule E-1 and Schedule E-2 hereto, except such violations as would not, individually or in there are no material Subsidiaries of the aggregate, reasonably be expected to result in a Material Adverse EffectCompany.

Good Standing of Subsidiaries. The only Subsidiaries Company represents and warrants that set forth on Schedule B are each of its subsidiaries that are material, financial or otherwise, to the earnings, business affairs or business prospects of the Company that may constitute and its subsidiaries considered as one enterprise (each a “significant subsidiarySubsidiary” within and collectively, the meaning “Subsidiaries”) and set forth on Schedule C are each of Rule 1-02(wits joint ventures (that are not also Subsidiaries) of Regulation S-X that are the Subsidiaries listed on Exhibit 21.1 material, financial or otherwise, to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries earnings, business affairs or business prospects of the Company or and its subsidiaries considered as one enterprise (each a “Joint Venture” and collectively, the Operating Partnership “Joint Ventures”). Each Subsidiary and Joint Venture has been duly incorporated or organized and is validly existing as a corporation, limited partnershipliability company, limited partnership or limited liability limited partnership, general partnership or limited liability company, as applicablethe case may be, in good standing under the laws of the jurisdiction of its incorporation, organization or formation, except where the failure so to qualify or to be in which it is chartered good standing would not reasonably be expected to result in a Material Adverse Effect, has corporate or organized and has the requisite other applicable entity, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership corporation or limited liability company, as applicable, other applicable entity to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, General Disclosure Package and the Prospectus all of the issued and outstanding shares of capital stock, partnership stock or other applicable entity interests, limited liability company interests which are owned directly or other equivalent equity interests indirectly by the Company, of each such Subsidiary have and Joint Venture has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares case of capital stock, partnership non-assessable and, in the case of any other equity interests, limited exempts the holder thereof from any expense or liability company interests or other equivalent equity interests beyond the amount of Subsidiaries that are pledged under (x) that certain Security Agreementsuch holder’s investment except as otherwise described in the Registration Statement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto General Disclosure Package and the Administrative Agent (as amended, amended and restated, supplemented Prospectus or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or similar rights of any security of each Subsidiary, except such violations as would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect., and, each of the shares of capital stock or other applicable entity interests owned, directly or indirectly by the Company, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or other applicable entity interests, which are owned directly or indirectly by the Company, of any Subsidiary or Joint Venture was issued in violation of the preemptive, co-sale, registration, right of first refusal or similar rights of any securityholder of such Subsidiary or Joint Venture or any other person. The only subsidiaries of the Company are (a) the Subsidiaries listed on Schedule B hereto and the Joint Ventures listed on Schedule C hereto and (b) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and has the organization, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, partnership or trust to transact business and is in good standing in the each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of in each such Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement non- assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries indirectly, free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and equitable interests; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of the preemptive first refusal or other similar rights of equity holders or any security other person arising by operation of law, under the organizational documents of each Subsidiary, except such violations as would under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, individually or and did not as of February 1, 2017, have any “significant subsidiaries” (as defined in the aggregate, reasonably be expected to result in a Material Adverse EffectRule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. The only Subsidiaries As of the Company that may constitute a completion of the Transactions contemplated by the Transaction Documents, each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All As of the completion of the Transactions contemplated in the Transaction Documents, except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest Lien (as defined below), except for those securing indebtedness under the Existing Credit Facilities or any other security intereststhose which will secure the indebtedness under the New Credit Facility, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company as of the completion of the Transactions contemplated by this Agreement are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Each "significant subsidiary" of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (including the Subsidiaries listed on Exhibit 21.1 to Bank) and Wildwood Hospitality LLC, a Missouri limited liability company, and Franklin Mortgage Company, LLC, a Missouri limited liability company (each, a "Significant Subsidiary" and, collectively, the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership "Significant Subsidiaries") has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and other organization, has the all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described and, in the Registration Statement case of the Bank, to enter into, and the Prospectusperform its obligations under, this Agreement and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of in each such Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement non- assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of the Subsidiaries in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company other than the Significant Subsidiaries are subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a "significant subsidiary" within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each Subsidiaryof the Company's banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the "FDIC") to the fullest extent permitted by law and the rules and regulations of the FDIC, except and no proceeding for the revocation or termination of such violations as would notinsurance is pending or, individually or in to the aggregateknowledge of the Company, reasonably be expected to result in a Material Adverse Effectthreatened.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary’s capital stock or from repaying to the Company or any other Subsidiary any amounts that may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, except or from transferring any such violations Subsidiary’s property or assets to the Company or to any other Subsidiary. Other than as would not, individually or disclosed in the aggregateRegistration Statement, reasonably be expected the General Disclosure Package and the Prospectus and other than securities held for investment purposes, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to result in a Material Adverse Effectthe Registration Statement.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (including the Subsidiaries listed on Exhibit 21.1 to Bank) (each, a “Significant Subsidiary” and, collectively, the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and other organization, has the all requisite power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of in each such Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of the Subsidiaries in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each Subsidiarysuch Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, except such violations as would not2011 and (B) certain other subsidiaries which, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of the Company’s banking subsidiary are insured up to result in a Material Adverse Effectthe applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, and no proceeding for the revocation or termination of such insurance is pending or, to the knowledge of the Company, threatened.

Good Standing of Subsidiaries. The only Subsidiaries Each "significant subsidiary" of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a "Significant Subsidiary" and, collectively, the Subsidiaries listed "Significant Subsidiaries") is identified on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership Schedule D hereto, has been duly incorporated or organized and is validly existing as a corporationand, limited partnership, limited liability limited partnership, general partnership or limited liability company, as where applicable, in good standing under the laws of the jurisdiction in which it is chartered or organized and of its formation, has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporationentity to transact business and, limited partnership, general partnership or limited liability company, as where applicable, and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to be so qualify qualified or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of share capital or capital stock, partnership interestsas applicable, limited liability company interests or other equivalent equity interests of each such Significant Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of share capital or capital stock, partnership interestsas applicable, limited liability company interests or other equivalent equity interests of the Subsidiaries were any Significant Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Significant Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto and (b) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a "significant subsidiary" as such term is defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Each "significant subsidiary" of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of X) and all entities in which the Company has a direct or indirect majority equity interest or voting power (each a "Subsidiary" and, collectively, the Operating Partnership "Subsidiaries") has been duly incorporated or organized (to the extent applicable) and is validly existing as a corporation, general partnership, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicableclosed joint stock company, or similar entity in good standing (to the extent applicable) under the laws of the jurisdiction in which it is chartered or organized and of its organization, has the requisite organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectuses and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity ownership interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except assessable (ito the extent applicable) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, except that the Company's Capital Stock in Commstock International B.V. and in GTS Hungary has been pledged to Ericsson Finans A.B. and Creditanstalt Bank as collateral for certain borrowings; none of the outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity ownership interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Registration Statement and (b) certain other subsidiaries which, considered in the aggregate as a single Subsidiary, except such violations do not constitute a "significant subsidiary" as would not, individually or defined in the aggregate, reasonably be expected to result in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Each subsidiary of the Company that may constitute identified on Schedule D hereto (each, a “significant subsidiary” within and, collectively, the meaning of Rule 1-02(w“subsidiaries”) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted or is validly existing as a national banking association under the laws of the United States, except in each case where the failure to be so qualify authorized or register be in valid existence would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have subsidiary of the Company has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none claim. None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each Subsidiarysuch subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Schedule D hereto and (b) certain other unregulated subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Significant Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and is validly existing in which good standing (or such equivalent concept to the extent it is chartered exists under the laws of such jurisdiction), has corporate or organized and has the requisite similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably not reasonable be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in . The only Significant Subsidiaries of the aggregate, reasonably be expected Company are the subsidiaries listed on Exhibit 21 to result in a Material Adverse Effectthe Registration Statement.

Good Standing of Subsidiaries. The only Subsidiaries Xxxxxx Xxxxxxx Savings (the “Bank”) is a bank chartered under the laws of the Company that may constitute a State of California and the charter of the Bank is in full force and effect. The Bank is the only “significant subsidiary” within (“Significant Subsidiary”) of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X). Each other subsidiary (as defined in Rule 405 under the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries Securities Act) of the Company or the Operating Partnership (each, a “Subsidiary”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership corporation or limited liability company, as applicable, other organization in good standing under the laws of the jurisdiction in which it is chartered of its incorporation, formation or organized and organization, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership corporation or limited liability company, as applicable, other business entity to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each Subsidiarysuch Subsidiary arising by operation of law, except such violations as would or under the articles of incorporation, bylaws or other organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party. The only Subsidiaries of the Company are those listed on Schedule IV hereto. The only Subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement. Except for the Subsidiaries, the Company does not own beneficially, directly or indirectly, more than five percent (5%) of any class of equity securities or similar interests in any corporation, business trust, association or similar organization, and is not, individually directly or indirectly, a partner in the aggregate, reasonably be expected any partnership or party to result in a Material Adverse Effectany joint venture.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which of its incorporation or organization (or such equivalent concept to the extent it is chartered exists under the laws of such jurisdiction), has corporate or organized and has the requisite similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction) in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none claim. None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Schedule C lists each ----------------------------- "significant subsidiary" of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 1- 02 of Regulation S-X are X) and other subsidiaries not deemed "significant" but nonetheless material (each a "Subsidiary" and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. ---------- "Subsidiaries"). Each of the Subsidiaries of the Company or the Operating Partnership Subsidiary has been duly incorporated organized or organized formed and is ------------- validly existing as a corporation, limited partnership, limited liability limited partnership, general a partnership or a limited liability company, as applicable, partnership in good standing (with respect to a Subsidiary that is a corporation or limited partnership) under the laws of the jurisdiction in which it is chartered has been incorporated or organized and formed, as applicable, has the requisite necessary corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Prospectuses and the Prospectus, and (with respect to a Subsidiary that is a corporation or a limited partnership) is duly qualified or registered as a foreign corporation, limited partnership, general partnership corporation or limited liability company, as applicable, partnership to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement or on Schedule C hereof, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have which is a corporation has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in assessable and all the issued and outstanding capital stock of each of such Subsidiary which is a corporation and all the Registration Statement and the Prospectus and (ii) the shares of capital stock, existing partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to such Subsidiary which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted is a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented partnership or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, limited partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, ; and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary which is a corporation was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. The only Subsidiaries of Except as otherwise disclosed in the Company that may constitute a Registration Statement, the General Disclosure Package and the Prospectus, each “significant subsidiary” within of the meaning of Company, as such term is defined in Rule 1-02(w) 02 of Regulation S-X are (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”), has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K filed with the Commission on March 1, except such violations as would not2019 and (B) certain other subsidiaries which, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (including the Subsidiaries listed on Exhibit 21.1 to Bank), (each, a “Significant Subsidiary” and, collectively, the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Significant Subsidiaries”), has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and other organization, has the all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of in each such Significant Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of the Subsidiaries in any Significant Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each Subsidiaryof the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, except and no proceeding for the revocation or termination of such violations as would notinsurance is pending or, individually or in to the aggregateknowledge of the Company, reasonably be expected to result in a Material Adverse Effectthreatened.

Good Standing of Subsidiaries. The only Subsidiaries Each significant subsidiary of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or X) (including, without limitation, the Operating Partnership Partnership) (each, a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed, as applicable, and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation, organization or organized and formation, has the requisite corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered to transact business as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, entity and is in good standing in the each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares ownership interests in each Subsidiary of capital stockthe Company (including, partnership interestswithout limitation, limited liability company interests or other equivalent equity interests all of each such Subsidiary the issued and outstanding OP Units) have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth were issued in each of the Registration Statement accordance with all applicable securities laws and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries wholly-owned subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company ownership interests or other equivalent equity interests in any Subsidiary of the Subsidiaries Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any security first offer or refusal or other similar rights. The only subsidiaries of each Subsidiarythe Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, except such violations as would not2019, individually incorporated or deemed to be incorporated by reference in the aggregateRegistration Statement, reasonably be expected to result and (B) certain other subsidiaries which, considered in the aggregate as a Material Adverse Effect.single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Each consolidated subsidiary of the Company that may constitute (each, a “significant subsidiarySubsidiary” within and, collectively, the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”), has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general company or partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate, limited liability or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general liability or partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification it owns or registration is required, whether by reason of the ownership leases substantial properties or leasing of property or in which the conduct of businessits business requires such qualification, except in each case where the failure to be so qualify qualified or register in good standing would notnot reasonably be expected to result in a material adverse effect on the Company and its Subsidiaries considered as one enterprise; except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding capital stock, limited liability membership interests or partnership interests of each Subsidiary has been duly authorized and validly issued and, with respect to outstanding capital stock, is fully paid and non-assessable, and all shares of capital stock, limited liability membership interests or partnership interests of such Subsidiaries owned by the Company, directly or through one or more Subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, except as set forth or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, and except for such security interest, mortgage, pledge, lien, encumbrance, claim or equity the enforcement of which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended material adverse effect on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, and its Subsidiaries considered as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or similar rights of any security of each Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectone enterprise.

Good Standing of Subsidiaries. The only Subsidiaries Each significant subsidiary of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or X) (including, without limitation, the Operating Partnership Partnership) (each, a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated organized or organized formed, as applicable, and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation, organization or organized and formation, has the requisite corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered to transact business as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, entity and is in good standing in the each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares ownership interests in each Subsidiary of capital stockthe Company (including, partnership interestswithout limitation, limited liability company interests or other equivalent equity interests all of each such Subsidiary the issued and outstanding OP Units) have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth were issued in each of the Registration Statement accordance with all applicable securities laws and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries wholly-owned subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company ownership interests or other equivalent equity interests in any Subsidiary of the Subsidiaries Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any security first offer or refusal or other similar rights. The only subsidiaries of each Subsidiarythe Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, except such violations as would not2018, individually incorporated or deemed to be incorporated by reference in the aggregateRegistration Statement, reasonably be expected to result and (B) certain other subsidiaries which, considered in the aggregate as a Material Adverse Effect.single subsidiary, do not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or equity, except to the extent any other such security interestsinterest, mortgagesmortgage, pledgespledge, lienslien, encumbrancesencumbrance, claims in law claim or equity would not, singly or in equitythe aggregate, and none result in a Material Adverse Effect. None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21.1 to the Registration Statement and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries Each subsidiary of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of ----------------------------- (other than subsidiaries in which the Company or has only a minority ownership interest) (each such subsidiary, individually a "Subsidiary" and collectively, the Operating Partnership "Subsidiaries") has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered or organized and of its incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectuses and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All ; except for the pledge of the Subsidiaries' stock pursuant to the Credit Facility (as such term is defined in the Registration Statement) as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security holder of each Subsidiarysuch Subsidiary or other party. The only Subsidiaries of the Company are the Subsidiaries listed on Exhibit 21 to the Registration Statement. Except as described in the Prospectuses, or except as would not be required to be described, the Company has no agreements, commitments, or understandings with respect to acquiring the business, stock or material assets, except such violations as would not, individually or those assets acquired in the aggregateordinary course of business, reasonably be expected to result in a Material Adverse Effectof any other person or entity.

Good Standing of Subsidiaries. The only Subsidiaries IBERIABANK (the “Bank”) is a bank chartered under the laws of the Company that may constitute State of Louisiana to transact business as a state-chartered bank and the charter of the Bank is in full force and effect. The Bank is the only “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. X). Each of the Subsidiaries of the Company or the Operating Partnership Subsidiary has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership corporation or limited liability company, as applicable, other organization in good standing under the laws of the jurisdiction in which it is chartered of its incorporation, formation or organized and organization, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership corporation or limited liability company, as applicable, other business entity to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each Subsidiarysuch Subsidiary arising by operation of law, except such violations as would notor under the articles of incorporation, individually by-laws or in other similar organizational documents of the aggregate, reasonably be expected Company or any Subsidiary or under any agreement to result in which the Company or any Subsidiary is a Material Adverse Effectparty. The only Subsidiaries of the Company are the Subsidiaries listed on Schedule C hereto.

Good Standing of Subsidiaries. The only Subsidiaries Dura Delivery Systems, Inc., a Delaware corporation ("DDSI"), Health Script Pharmacy Services, Inc., a Colorado corporation ("Health Script"), Healthco Solutions, Inc., a Colorado corporation ("Healthco"), HS Wholesaler, Inc., a Colorado corporation ("HS Wholesaler") and DCI, Ltd., a corporation organized under the laws of the Company that may constitute a “significant subsidiary” within Cayman Islands ("DCI") (DDSI, Health Script, Healthco, HS Wholesaler and DCI are hereinafter referred to as the meaning of Rule 1-02(w"Subsidiaries") of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to only subsidiaries of the Company’s most recent Annual Report on Form 10-K. Each of . Except for the Subsidiaries of Subsidiaries, neither the Company nor any Subsidiary owns any shares of stock or the Operating Partnership any other equity securities of any corporation or has any equity interests in any firm, partnership, association or other entity. Each Subsidiary has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered or organized and of its incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are is owned solely by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each Subsidiarysuch Subsidiary arising by operation of law, except under the charter or by-laws of such violations as would not, individually Subsidiary or in under any agreement to which the aggregate, reasonably be expected to result in Company or such Subsidiary is a Material Adverse Effectparty.

Good Standing of Subsidiaries. The Bank, which is the only Subsidiaries of the Company that may constitute a “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership X) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and other organization, has the all requisite corporate power and authority to own, lease and operate its properties and properties, to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the ProspectusProspectus and, in the case of the Bank, to enter into, and perform its obligations under, this Agreement and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of each such Subsidiary in the Bank have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock of or other equivalent equity interests of in the Subsidiaries Bank were issued in violation of the preemptive or similar rights of any security securityholder of the Bank or any other entity. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X. The deposit accounts of each Subsidiaryof the Company’s banking subsidiaries are insured up to the applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to the fullest extent permitted by law and the rules and regulations of the FDIC, except and no proceeding for the revocation or termination of such violations as would notinsurance is pending or, individually or in to the aggregateknowledge of the Company, reasonably be expected to result in a Material Adverse Effectthreatened.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a “Significant Subsidiary” and collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered or organized and of its incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Significant Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other equity, except for such security interests, mortgages, pledges, liens, encumbrancesencumbrances or claims arising under the credit agreement, claims in law or in equitydated June 1, 2006, among the Company and the lenders named therein, and except in each case where the Company purports to own less than all of such stock or where the breach of this representation would not result in a Material Adverse Effect; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Company’s Significant Subsidiaries were was issued in violation of the preemptive or similar rights of any security securityholder of each Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectSignificant Subsidiaries.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w02 under the 1934 Act Regulations) of Regulation S-X are (each a “Subsidiary” and, collectively the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity ownership interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is (as applicable) fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity ownership interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. Except as listed on Schedule 1(a)(xii) hereto, except such violations as would notthe Company does not own or control, individually directly or in indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the aggregateentities listed on Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, reasonably be expected to result in a Material Adverse Effect2019.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries Each entity listed on Exhibit 21.1 21 to the Company’s most recent Annual Report on Form 10-K. Each of Registration Statement (each a “Subsidiary” and, collectively, the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”), has been duly incorporated or organized and organized, is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of its business, except in each case where the failure to be so qualify qualified or register in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity ownership interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is (as applicable) fully paid and non-assessableassessable and is, and, except (i) as otherwise set forth in each or upon consummation of the Registration Statement and offering of the Prospectus and (ii) the shares of capital stockOffered Shares will be, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or similar rights of any security of each Subsidiaryclaim, except to the extent any such violations as security interest, mortgage, pledge, lien, encumbrance, or claim would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The Company does not, and will not upon consummation of the offering of the Offered Shares, own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than (i) the entities listed on Exhibit 21 to the Registration Statement and (ii) such other entities omitted from Exhibit 21 which, when such omitted entities are considered in the aggregate as a single subsidiary would not constitute a “significant subsidiary,” as defined in Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The Company’s only Subsidiaries subsidiaries are Gxxxx Cxxxxxx XXX 0000-0 Xxxxxxxx XXX, Xxxxx Xxxxxxx BDC 2010-1 LLC, GC SBIC IV-GP, Inc., GC SBIC IV-GP, LLC, GC SBIC IV, L.P., GC SBIC V-GP, LLC, GC SBIC V, L.P., Gxxxx Capital BDC Holdings LLC, Gxxxx Capital BDC Funding LLC, Senior Loan Fund LLC, Senior Loan Fund II LLC, Gxxxx Capital BDC CLO 2014 LLC, GC SBIC VI, L.P. and GC SBIC VI-GP, LLC. Each of the subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the its jurisdiction in which it is chartered or organized and of organization, has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability companycompany or corporation, as applicablethe case may be, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests of each such Subsidiary subsidiary of the Company have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except assessable (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries extent such concepts are applicable) and are owned directly or indirectly by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, Lien; and none of the outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests of each subsidiary of the Subsidiaries were Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security securityholder of each Subsidiary, except such violations as would not, individually subsidiary or in the aggregate, reasonably be expected to result in a Material Adverse Effectany other person.

Good Standing of Subsidiaries. The only Subsidiaries Each direct and indirect subsidiary of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized formed and is validly existing as a corporation, limited partnership, limited liability company or limited partnership, general partnership or limited liability company, as applicablethe case may be, in good standing under the laws of the jurisdiction in which it is chartered or organized and has the requisite with full power and authority (corporate or other) to ownown or lease, lease as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus, except as would not reasonably be expected to have a Material Adverse Effect, and is duly qualified or registered to do business as a foreign corporation, limited liability company or limited partnership, general partnership or limited liability company, as applicablethe case may be, and is in good standing in under the laws of each jurisdiction in which requires such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of businessqualification, except in each case where the failure to be so qualify or register qualified would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect. All the outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity ownership interests of each such Subsidiary direct and indirect subsidiary of the Company (other than the Operating Partnership) have been duly and validly authorized and validly issued and are fully paid and non-assessablenonassessable, except as would not reasonably be expected to have a Material Adverse Effect, and, except (i) as otherwise set forth in each of the Registration Statement General Disclosure Package and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative AgentProspectus, all outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interest ownership interests of each direct and indirect subsidiary of the Subsidiaries Company (other than the Operating Partnership) are owned by the Company or the Operating Partnership, as applicable, Partnership either directly or through Subsidiaries wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company interests encumbrances or other equivalent equity interests of the Subsidiaries were issued in violation of the preemptive or similar rights restrictions of any security of each Subsidiarykind (collectively, “Liens”), except for Liens securing indebtedness as described in the General Disclosure Package and the Prospectus or except where such violations as Liens would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as set forth in the General Disclosure Package and the Prospectus, or as would not reasonably be expected to have a Material Adverse Effect, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for capital stock or other ownership interests of any direct and indirect subsidiary of the Company (other than the Operating Partnership).

Good Standing of Subsidiaries. The only Subsidiaries Each subsidiary of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated organized or organized formed, as applicable, and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation, organization or organized and formation, has the requisite corporate, trust, partnership, limited liability company or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered to transact business as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, entity and is in good standing in the each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would notnot reasonably be expected to have, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares ownership interests in each subsidiary of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary the Company have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth were issued in each of the Registration Statement accordance with all applicable securities laws and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries wholly-owned subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none of the outstanding shares of capital stock, partnership interests, limited liability company ownership interests or other equivalent equity interests in any subsidiary of the Subsidiaries Company were issued in violation of the any preemptive or similar rights, resale rights, rights of any security first offer or refusal or other similar rights. The only subsidiaries of each Subsidiarythe Company are (A) the subsidiaries of the Company listed on Exhibit 21 to the Registration Statement and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary,” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized formed, as applicable, and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership corporation or limited liability company, as applicable, company in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable (to the extent the concept of “good standing” is recognized in which it is chartered or organized such jurisdiction), and has the requisite corporate or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, and . Each Subsidiary is duly qualified or registered as a foreign corporation, limited partnership, general partnership corporation or limited liability company, as applicable, to transact business and is in good standing or equivalent status in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests ownership interest of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none claim. None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive rights, rights of first refusal or other similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in . The only subsidiaries of the aggregate, reasonably be expected Company are the subsidiaries listed on Exhibit 21 to result in a Material Adverse Effectthe Registration Statement.

Good Standing of Subsidiaries. The only Subsidiaries of Each Affiliate (as defined in the Company that may constitute a Prospectus) and each other “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stockshare capital, partnership interests, limited liability company common stock or membership interests or other equivalent equity interests (as applicable) of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stockshare capital, partnership common stock or membership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either owned by the Company, directly or through Subsidiaries subsidiaries, are owned free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares share capital, common stock or membership interests (as applicable) of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of such Subsidiary. The only subsidiaries of the Company are (A) the subsidiaries listed on Exhibit 21 to the Registration Statement (which includes each SubsidiaryAffiliate of the Company) and (B) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been Subsidiary is duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and has the organization, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and to consummate the transactions contemplated hereby. Each Subsidiary is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, partnership or trust to transact business and is in good standing in the each other jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of in each such Subsidiary have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement non- assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating PartnershipCompany, as applicable, either directly or through Subsidiaries indirectly, free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and equitable interests; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were in any Subsidiary was issued in violation of, or subject to, any preemptive right, co-sale right, registration right, right of the preemptive first refusal or other similar rights of equity holders or any security other person arising by operation of law, under the organizational documents of each Subsidiary, except such violations as would under any agreement to which any Subsidiary is a party or otherwise. The Company does not own or control, directly or indirectly, any equity interest in any corporation, joint venture, limited liability company, association or other entity other than the Subsidiaries. The Company does not, individually or and did not as of August 2, 2017, have any “significant subsidiaries” (as defined in the aggregate, reasonably be expected to result in a Material Adverse EffectRule 1-02(w) of Regulation S-X).

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership Subsidiary has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization (or such equivalent concept, as applicable under the laws of such jurisdiction), has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Disclosure Materials and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification is required (or registration is requiredsuch equivalent concept, as applicable under the laws of such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing (or such equivalent concept) would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as disclosed in the Disclosure Materials, all of the issued and outstanding shares of share capital or capital stock, partnership interestsas the case may be, limited liability company interests or other equivalent equity interests of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and are not subject to calls for any additional payments (non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries its Subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of share capital or capital stock, partnership interestsas the case may be, limited liability company interests or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in . The only Subsidiaries of the aggregate, reasonably be expected to result in a Material Adverse EffectCompany are the Subsidiaries listed on Schedule 3.1(a) of the Disclosure Schedules.

Good Standing of Subsidiaries. The only Subsidiaries following is a list of the Company that may Company’s wholly-owned or majority-owned subsidiaries which constitute a “significant subsidiary” within of the meaning of Company (as such term is defined under Rule 1-02(w) 02 of Regulation S-X are under the Subsidiaries listed on Exhibit 21.1 to 1934 Act): the Agrium Partnership (as defined in the Preliminary Prospectuses and the Final Prospectuses) (the “Partnership”) and Crop Production Services, Inc. (each a “Subsidiary” and collectively the “Subsidiaries”). None of the other wholly-owned or majority-owned subsidiaries of the Company’s most recent Annual Report on Form 10, considered individually, constitute a “significant subsidiary” (as such term is defined under Rule 1-K. 02 of Regulation S-X under the 1934 Act). Each of the Subsidiaries of the Company or the Operating Partnership Subsidiary has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general corporation or partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and formation, has the requisite corporate or partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus, Final Prospectuses and is duly qualified as an extra-provincial or registered as a foreign corporation, limited partnership, general corporation or partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of businessbusiness or otherwise, except in each case where the failure so to so qualify qualify, register or register be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the General Disclosure Package and the Final Prospectuses, all of the issued and outstanding shares share capital or partnership interests of each such Subsidiary, as applicable, has been duly authorized and validly issued, is fully paid and non-assessable and all of the issued and outstanding share capital stock, or partnership interests, limited liability company interests or other equivalent equity interests of each such Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are is owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of share capital stock, or partnership interests, limited liability company interests or other equivalent equity interests of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Good Standing of Subsidiaries. The only Subsidiaries Great Western Bank (the “Bank”) is a bank chartered under the laws of the Company that may constitute State of South Dakota to transact business as a state-chartered bank and the charter of the Bank is in full force and effect. The Bank and each other “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each, a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none . None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in . The only subsidiaries of the aggregate, reasonably be expected Company are the subsidiaries listed on Exhibit 21 to result in a Material Adverse Effectthe Registration Statement.

Good Standing of Subsidiaries. The only Subsidiaries Each significant subsidiary of the Company that may constitute (as defined in Rule 405 under the Securities Act) and each other direct or indirect subsidiary identified on Schedule D hereto (each, a “significant subsidiarySubsidiary” within and, collectively, the meaning of Rule 1-02(w“Subsidiaries”) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement General Disclosure Package and the Prospectus, ; and each Subsidiary is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All Each subsidiary of the Company which conducts business as a bank is duly authorized to conduct such banking business in each jurisdiction in which such banking business is conducted, except where the failure to be so authorized would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries its subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none claim. None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are (a) the subsidiaries listed on Exhibit 21 to the Company’s Annual Report on Form 10-K incorporated by reference into the Registration Statement and (b) certain other subsidiaries which, except such violations as would not, individually or considered in the aggregateaggregate as a single subsidiary, reasonably be expected to result do not constitute a “significant subsidiary” as defined in a Material Adverse Effect.Rule 1-02 of Regulation S-X.

Good Standing of Subsidiaries. The Company's only Subsidiaries subsidiaries are Gxxxx Capital Master Funding LLC, Gxxxx Capital BDC 2010-1 Holdings LLC, Gxxxx Capital BDC 2010-1 LLC, GC SBIC IV-GP, Inc., GC SBIC IV-GP, LLC, GC SBIC IV, L.P., GC SBIC V-GP, LLC, GC SBIC V, L.P., Gxxxx Capital BDC Holdings LLC, Gxxxx Capital BDC Funding LLC and Upper GCC Holdings LLC. Each of the subsidiaries of the Company that may constitute a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X are the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, and in good standing under the laws of the its jurisdiction in which it is chartered or organized and of organization, has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, company to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests of each such Subsidiary subsidiary of the Company have been duly authorized and validly issued and issued, are fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned directly or indirectly by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, Lien; and none of the outstanding shares of capital stock, partnership interests, limited liability company interests stock or other equivalent equity interests of each subsidiary of the Subsidiaries were Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security securityholder of each Subsidiary, except such violations as would not, individually subsidiary or in the aggregate, reasonably be expected to result in a Material Adverse Effectany other person.

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) (A) that is a corporation has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered or organized and of its incorporation, has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Prospectus and the ProspectusGeneral Disclosure Package, and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification is required, whether by reason of the ownership or registration leasing of property or the conduct of business, and (B) that is a limited liability company has been duly formed and is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation, has limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and the General Disclosure Package, and is duly qualified as a foreign limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case under clause (A) or (B) where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement and the General Disclosure Package, and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and ; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of each such Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect2005.

Good Standing of Subsidiaries. The only Subsidiaries Each "significant subsidiary" of the Company that may constitute a “significant subsidiary” within the meaning of (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a "Significant Subsidiary" and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership "Significant Subsidiaries") has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, corporation in good standing under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or organizational power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership corporation or limited liability company, as applicable, company to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All ; except as otherwise disclosed in the Registration Statement, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Significant Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessable, and, except (i) as otherwise set forth in each of the Registration Statement assessable and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Agreement, dated as of November 2, 2004, pursuant to which is owned by the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectively, the “Borrowers”) granted a security interest in, and pledged, certain collateral to Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders under the Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, among the Borrowers, the financial institutions from time to time party thereto and the Administrative Agent (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), and (y) that certain Security Agreement, dated as of November 2, 2004 and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries subsidiaries, free and clear of any perfected security interest interest, mortgage, pledge, lien, encumbrance, claim or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, except for the security interests in such capital stock granted to certain lenders, noteholders and guarantors as described in the Prospectus; none of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries were any Significant Subsidiary was issued in violation of the preemptive or similar rights of any security securityholder of such Significant Subsidiary. The only subsidiaries of the Company are the subsidiaries listed on Schedule 4 hereto (each a "Subsidiary" and, except such violations as would notcollectively, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect"Subsidiaries").

Good Standing of Subsidiaries. The only Subsidiaries of the Company that may constitute a Each “significant subsidiary” within of the meaning of Company (as such term is defined in Rule 1-02(w) 02 of Regulation S-X are X) (each a “Subsidiary” and, collectively, the Subsidiaries listed on Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. Each of the Subsidiaries of the Company or the Operating Partnership “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited partnership, limited liability limited partnership, general partnership or limited liability company, as applicable, in good standing or equivalent status under the laws of the jurisdiction in which it is chartered of its incorporation or organized and organization, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement Statement, the General Disclosure Package and the Prospectus, Prospectus and is duly qualified or registered as a foreign corporation, limited partnership, general partnership or limited liability company, as applicable, corporation to transact business and is in good standing in the each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except in each case where the failure so to so qualify or register to be in good standing would not, individually or in the aggregate, reasonably be expected to not result in a Material Adverse Effect. All Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of each such Subsidiary have has been duly authorized and validly issued and are issued, is fully paid and non-assessableassessable and is owned by the Company, anddirectly or through subsidiaries, except free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, other than as contemplated by the (i1) as otherwise set forth in each of the Registration Statement and the Prospectus and (ii) the shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests of Subsidiaries that are pledged under (x) that certain Security Term Loan Credit Agreement, dated as of November 2February 29, 20042012, pursuant to which as amended, among the Company, the Operating Partnership and AIMCO/Bethesda Holdings, Inc. (collectivelyNoranda Aluminum Acquisition Corporation, the “Borrowers”) granted a security interest inlenders party thereto from time to time, and pledged, certain collateral to Bank of America, N.A., as administrative agent Administrative Agent and the other parties thereto; (in such capacity, the “Administrative Agent”2) for the lenders under the Amended and Restated Senior Secured ABL Credit Agreement, dated as of November 2February 29, 20042012, as amended, among the BorrowersCompany, Noranda Aluminum Acquisition Corporation, the financial institutions lenders party thereto from time to time party thereto time, Bank of America, N.A., as Administrative Agent and the Administrative Agent other parties thereto; (as amended3) Indenture, amended dated March 8, 2013, by and restated, supplemented or otherwise modifiedamong Noranda Aluminum Acquisition Corporation, the “Credit Agreement”)Guarantors named therein, and U.S. Bank National Association, as Trustee; (y4) that certain Security Agreementliens, dated encumbrances or defects in place as of November 2the date hereof in connection with other debt outstanding as disclosed in the General Disclosure Package, 2004 in the case of each of (1) through (4) as disclosed in the General Disclosure Package and amended on August 28, 2008 and May 1, 2009, pursuant to which certain subsidiaries of the Borrowers granted (5) as would not result in a security interest in, and pledged, certain collateral to the Administrative Agent, all outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interest of the Subsidiaries are owned by the Company or the Operating Partnership, as applicable, either directly or through Subsidiaries free and clear of any perfected security interest or any other security interests, mortgages, pledges, liens, encumbrances, claims in law or in equity, and none Material Adverse Effect. None of the outstanding shares of capital stock, partnership interests, limited liability company interests or other equivalent equity interests stock of the Subsidiaries any Subsidiary were issued in violation of the any preemptive or similar rights of any security securityholder of each such Subsidiary, except such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.