Overview; Capital Allocations Sample Clauses

Overview; Capital Allocations. (a) This Article 2 provides rules for the submission by Aimco and the approval or disapproval by APFC of Projects. Each Selected Final Project shall be acquired by a separate Venture as provided in Section 2.3(d) and shall thereafter be governed by the applicable Venture Documents. In the event of a conflict between the Venture Documents and this Agreement with respect to a given Venture or Project, the terms of the Venture Documents shall control. Subject to the foregoing and as set forth more fully in the form of the Venture Agreement, the following general terms shall apply to each Project: (1) The applicable Venture will make distributions as set forth in the distribution waterfall in the Venture Agreement, on a stand-alone basis without reference to any cash flows other than contributions to and distributions from such Venture. Notwithstanding the foregoing, in the case of a Phased Project, the distribution waterfall shall be applied separately with respect to each Phase, subject to the clawback obligation of Aimco or its Affiliate as set forth in the Venture Agreement. (2) Aimco or its Affiliate shall have the right to crystallize and/or monetize the value of its Promoted Interest as defined in the Venture Agreement, subject to the terms and conditions relating thereto contained in the Venture Agreement. (3) Aimco or its Affiliate shall satisfy the “Key Person Requirement” as defined in the Venture Agreement. (4) Aimco and APFC shall endeavor to cause the Ventures to obtain debt financing with a target stabilized loan to value of 50% of the portfolio of Projects held by the Ventures taken as a whole and loan to cost construction financing of no more than 65% as calculated on a Project-by-Project basis. To the extent that a lender requires a completion guaranty or any customary nonrecourse carve-out guarantees or indemnities, such guaranties and/or indemnities will be provided by Aimco or its creditworthy affiliate. In no event will APFC be obligated to provide any loan guarantees or indemnities in connection with any financing. (5) Aimco or its Affiliate shall provide cost overrun protections as set forth in the Venture Agreement for each Selected Final Project. (6) Aimco or its Affiliate shall be the manager of each Venture, subject to APFC’s rights to consent to certain major decisions and to remove the manager for cause as set forth in the Venture Agreement. 101766\14903945v9 (7) Aimco or its Affiliate shall provide development management services...