Common use of Purchaser Indemnification Clause in Contracts

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel reasonably approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such Property after during the Effective DateFeasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered by Purchaser in connection with its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition and takes reasonable steps not to exacerbate such condition. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Sellers’ Representative's ’s prior written consent, which consent may be withheld in Seller's Sellers’ Representative's ’s sole discretion. Further, Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, that in the reasonable judgment of such Sellers’ Representative, ’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein; provided, however, each Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of the applicable Property (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) and an ACM (asbestos containing material) study (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) in connection therewith, but only to the extent customarily performed in connection with a Phase I environmental study; and, provided, further, however, if the Phase I for any Property concludes that a Phase II is recommended, but the applicable Seller refuses permission for such Phase II (in such Seller's sole and absolute discretion), Purchaser may terminate this Contract pursuant to Section 3.2 prior to the expiration of the Feasibility Period. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by SellerSellers’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property substantially to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than One Million Dollars ($1,000,000.00 1,000,000.00) for injury or death to any one person and Three Million Dollars ($3,000,000.00 3,000,000.00) for injury or death to more than one person and One Million Dollars ($500,000.00 1,000,000.00) with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) or commonwealth(s) in which the Properties are located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry on onto any Propertyof the Properties. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III, provided the foregoing shall not require Purchaser to repair or remediate any pre-existing conditions on the Property that are merely discovered by Purchaser in the course of its investigations. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Each Purchaser shall indemnify, hold harmless andholding Registrable Securities will, if requested Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a Seller material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Seller’s sole discretion)Registration Statement, defend (prospectus, offering circular or other document in reliance upon and in conformity with counsel approved written information furnished to the Company by an instrument duly executed by such SellerPurchaser and stated to be specifically for use therein, or (B) any violation by such SellerPurchaser of the Securities Act, together with the Exchange Act, state securities laws or any rule or regulation promulgated under such Seller’s affiliateslaws applicable to such Purchaser, parent and subsidiary entitiesin each case, successorssuch Purchaser will reimburse the Company, assignseach other holder, partners, managers, members, employeesand directors, officers, directorspersons, trusteesunderwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, shareholdersas such expenses are incurred, counselin connection with investigating or defending any such claim, representativesloss, agentsdamage, Property Managerliability or action; provided, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including that the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything indemnity agreement contained in this Agreement Subsection 8.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the contrary, consent of such indemnifying Purchaser (which consent shall not be permitted unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 8.8(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have such Purchaser of the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result securities sold in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Propertyregistration. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Each Purchaser shall indemnify, hold harmless andholding Registrable Securities will, if requested Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a Seller material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Seller’s sole discretion)Registration Statement, defend (prospectus, offering circular or other document in reliance upon and in conformity with counsel approved written information furnished to the Company by an instrument duly executed by such SellerPurchaser and stated to be specifically for use therein, or (B) any violation by such SellerPurchaser of the Securities Act, together with the Exchange Act, state securities laws or any rule or regulation promulgated under such Seller’s affiliateslaws applicable to such Purchaser, parent and subsidiary entitiesin each case, successorssuch Purchaser will reimburse the Company, assignseach other holder, partners, managers, members, employeesand directors, officers, directorspersons, trusteesunderwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, shareholdersas such expenses are incurred, counselin connection with investigating or defending any such claim, representativesloss, agentsdamage, Property Managerliability or action; provided, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including that the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything indemnity agreement contained in this Agreement Subsection 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the contrary, consent of such indemnifying Purchaser (which consent shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be unreasonably withheld in Seller's Representative's sole discretionor delayed). Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach The liability of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to for indemnification under this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and Section 10.9 (b) worker’s compensation insurance for all in its capacity as a seller of their respective employees in accordance with Registrable Securities shall not exceed the law amount of net proceeds to such Purchaser of the state(s) securities sold in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Propertysuch registration. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . consideration of Company's execution and delivery of this Agreement and in addition to all of the Purchaser's other obligations under the Transaction Documents, from and after the Closing, the Purchaser shall indemnifydefend, protect, indemnify and hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent Company and subsidiary entities, successors, assigns, partners, managers, members, employees, all of its officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manageremployees, and AIMCO members and any of the foregoing persons' agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, including such Seller, “Seller’s Indemnified Parties”), the "Company Indemnitees") from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claimssuits, costs claims (which actions, causes of action, suits and claims are made by third parties), losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees, including ' fees and disbursements (the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property"Company Indemnified Liabilities"), investigations and other matters thatincurred by any Company Indemnitee as a result of, in the reasonable judgment of Sellers’ Representativeor arising out of, could result in or relating to (a) any injury to its Property misrepresentation or breach of any contractrepresentation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or expose obligation of the applicable Seller to Purchaser contained in the Transaction Documents or any Losses other certificate or violation document contemplated hereby or thereby, (c) any cause of applicable lawaction, suit or otherwise adversely affect claim brought or made against such Property Company Indemnitee by a third party arising out of or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with resulting from the Purchaser’s 's breach of the Transaction Documents or its Consultants’ activities pursuant to the Purchaser's breach of any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. No consent Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any liability of any Company Indemnitee to the extent it arises out of: (i) such Company Indemnitee's willful misconduct, gross negligence, or fraudulent action(s) or (ii) the breach of any representation, warranty or covenant in the Transaction Documents by Seller’ Representative to any such activity Company Indemnitee. The Purchaser shall be deemed liable under this Section 7.5(b) in respect of Company Indemnified Liabilities only to constitute the extent the aggregate of such Company Indemnified Liabilities exceed $10,000, in which case the Purchaser shall be liable under this Section 7.5(b) for all Company Indemnified Liabilities up to a waiver maximum aggregate amount equal to the greater of (i) the Cummins Family Produce Value or (ii) the Initial Closing Consideration Value. At the Purchaser's election, amounts payable under this Section 7.5(b) may be paid with Preferred Shares, which Preferred Shares shall be valued for such purposes at the Original Issue Price. To the extent permitted by law, the parties acknowledge and agree that the indemnification set forth in this Section 7.5(b) shall be the exclusive remedy of the Company Indemnitees against the Purchaser for any Company Indemnified Liabilities. To the extent that the undertaking by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees in this Section 7.5(b) may be unenforceable for any reason, and subject to restorethe limitations set forth above, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain make the maximum contribution to the payment and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages satisfaction of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law each of the state(s) in Company Indemnified Liabilities which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Propertyis permissible under applicable law. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . consideration of the Company’s execution and delivery of this Agreement and issuing the Securities hereunder and in addition to all of the Purchaser’s other obligations under the Transaction Documents, the Purchaser shall indemnifydefend, protect, indemnify and hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent the Company and subsidiary entities, successors, assigns, all of its partners, managers, members, employees, officers, directors, trusteesemployees, shareholdersmembers and direct and indirect investors and any of the foregoing person’s agents or other representatives (including, counselwithout limitation, representatives, agents, Property Manager, Regional Property Manager, and AIMCO those retained in connection with the transactions contemplated by this Agreement) (collectively, including such Seller, the “Seller’s Indemnified PartiesCompany Indemnitees”), ) from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, suits, claims, costs losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees, including attorney’s fees and disbursements (the cost of appeals) (collectively, “LossesCompany Indemnified Liabilities”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters thatincurred by any Company Indemnitee relating to violations of the 1933 Act, in the reasonable judgment of Sellers’ Representativeas a result of, could result in or arising out of, or relating to (a) any injury to its Property misrepresentation or breach of any contract, representation or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver warranty made by the applicable Seller Purchaser in the Transaction Documents or assumption of liability any other certificate or risk by such Seller. Purchaser document contemplated hereby agrees to restoreor thereby, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all any breach of their respective employees in accordance with the law any covenant, agreement or obligation of the state(s) Purchaser contained in which the Properties are locatedTransaction Documents or any other certificate or document contemplated hereby or thereby. Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any liability of any Company Indemnitee arising out of such Company Indemnitee’s gross negligence or willful misconduct and the Purchaser shall have delivered proof only be required to make indemnification to the extent of the insurance coverage required pursuant aggregate dollar amount of the Notes purchased by it. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to this Section 3.4.2 to Sellers (in the form payment and satisfaction of a certificate each of insurance) prior to entry on any Propertythe Company Indemnified Liabilities which is permissible under applicable law. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser's Consultants with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateexpiration of the Feasibility Period and the Closing occurs, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of the Property (to be conducted by an environmental engineer reasonably acceptable to Seller) and an ACM (asbestos containing material) study (to be conducted by an environmental engineer reasonably acceptable to Seller) in connection therewith, but only to the extent customarily performed in connection with a Phase I environmental study. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests. Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall, at Purchaser's sole cost and expense, and in accordance with all applicable environmental laws, dispose of any hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser's environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics’ liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in‑house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateexpiration of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property. 3.4.3. Survival , or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnifySeller and Xxxxxxx Xxxxxxxxx agree, jointly and severally, and all other Shareholders agree severally up to their proportionate percentage equity interest in Seller as of the Closing and not jointly, to indemnify and hold harmless andeach Purchaser, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, their respective officers, directors, trusteesagents, shareholders, counselAffiliates, representatives, agents, Property Manager, Regional Property Managersuccessors and assigns after the Closing (“Purchaser Indemnitees”) from and against, and AIMCO (collectivelyshall reimburse each Purchaser Indemnitee on demand for, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damagesdirect or indirect claims, mechanic’s lienssuits, liabilitiesActions, proceedings, Liabilities, obligations, judgments, fines, penalties, interestclaims, losses, demands, actions, causes of action, claimsdamages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel, accountants and other experts whether incurred in connection with any of the foregoing or in connection with any investigative, administrative or adjudicative proceeding, whether or not such Purchaser Indemnitee shall be designated a party thereto), together with any and all reasonable costs and expenses associated with the investigation of the same and/or the enforcement of the provisions hereof and thereof but in no event including reasonable attorneys’ fees, including the cost of appeals) consequential damages (collectively, “Losses”) arising ), which may be incurred by such Purchaser Indemnitee relating to, based upon, resulting from or related to Purchaser’s arising out of: (a) the breach of any representation or its Consultants’ entry onto such Seller’s Property, and warranty made by Seller or any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything Shareholder in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result or in any injury to its Property or Related Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date; (b) the breach of any contractagreement, covenant or expose obligation of Seller or any Shareholder contained in this Agreement or in any Related Document (other than the applicable Seller Employment Agreements); (c) any Excluded Liabilities; (d) any Liability incurred by Seller, any Shareholder or their respective Affiliates to pay any fee or commission to any Losses broker, finder, investment banker or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants other intermediary in connection with Purchaser’s the transactions contemplated by this Agreement other than Bentley Associates or its Consultants’ activities Jain Consulting LLC; or (e) any misrepresentation contained in any certificate or other document furnished by or on behalf of Seller or any Shareholder pursuant to this Section. No consent by Seller’ Representative to Agreement or in any such activity shall be deemed to constitute a waiver by Related Document (other than the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any PropertyEmployment Agreements). 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), for, from and against any and all damages, mechanic’s mechanics' liens, materialmens’ liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser's Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Seller shall have the right, without limitation, to disapprove (in Seller’s reasonable discretion) any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall, at Purchaser’s sole cost and expense, and in accordance with all applicable environmental laws, dispose of all hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser’s environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III, provided the foregoing shall not require Purchaser to repair or remediate any pre-existing conditions on the Property that are merely discovered by Purchaser in the course of its investigations. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to Purchaser's or Purchaser's Consultants' entry on any onto the Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s mechanics’ liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE Article 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property. 3.4.3. Survival , or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent agrees to indemnify Prospect and subsidiary entities, successors, assigns, partners, managers, members, employees, its respective officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, employees and AIMCO representatives (collectively, including such Seller, “Seller’s Indemnified Parties”), from the "Seller Indemnitees") and hold them harmless against any and all damagesactual Loss which any Prospect Indemnitee may suffer, mechanic’s lienssustain or become subject to, liabilitiesas the result of (i) the breach by Purchaser of any representation, penaltieswarranty, interestcovenant or agreement made by Purchaser contained in this Agreement or in any writing schedule, lossesclosing document or financial statement delivered by Purchaser in connection with this Agreement, demands, actions, causes of (ii) any action, claimsdemand, costs and expenses proceeding, investigation or claim by any party (including reasonable attorneys’ feesgovernmental agencies) against or affecting any Seller Indemnitee which, including if successful, would give rise to or evidence the cost existence of appealsor relate to a breach of any of the representations, warranties, covenants or agreements of Purchaser, (iii) any claims of any brokers or finders claiming by, through or under Purchaser, or (collectively, “Losses”iv) arising from any claims by a third party relating to any liabilities assumed by Capital. With respect to any claim or related claims for breaches or alleged breaches of representations and warranties contained in Article 4 hereof Capital will not be liable with respect to Purchaser’s any such breach or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser alleged breach unless written notice of a possible claim for indemnification with respect to such Property breach or alleged breach is given by Seller (i) on or before twelve (12) months after the Effective Closing Date (the "Survival Date. 3.4.2. Purchaser’s Conduct / Seller’s Right "), it being understood that so long as such written notice is given on or prior to Approve the Survival Date regarding any actual or potential claim, such representations and warranties shall continue to survive until such matter is resolved, notwithstanding the passing of the Survival Date. Notwithstanding anything in this Agreement to the contraryforegoing, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property breaches or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law alleged breaches of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions of this Section 3.4 covenants or agreements contained herein, shall survive the termination Closing and will be subject to the applicable statute of this Agreementlimitations.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s mechanics’ liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateacquisition of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE Article 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property. 3.4.3. Survival , or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Sellera) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property ManagerSubject to the provisions of this Article X, and AIMCO (collectivelyexcept as otherwise provided in Article IX, including such Seller, “Seller’s Indemnified Parties”), Purchaser agrees from and after the Closing Date to indemnify the Seller Indemnified Parties against and hold them harmless from any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes Losses actually suffered or incurred by them arising out of: (i) the breach of action, claims, costs and expenses any representation or warranty of Purchaser contained in this Agreement; (including reasonable attorneys’ fees, including ii) the cost breach of appealsany Pre-Closing Covenant by Purchaser; or (iii) (collectively, “Losses”) arising from or related to the breach of any Post-Closing Covenant by Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement to the contrary, (b) Purchaser shall not be permitted required to perform indemnify any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required Indemnified Party pursuant to this Section 3.4.2 10.3 or Section 9.10 to Sellers the extent any such Losses or claims pursuant to Section 9.10 resulted from fraud, gross negligence, bad faith or willful misconduct of Seller. (c) No claim may be asserted nor may any action be commenced against Purchaser pursuant to clause (i) or (ii) of Section 10.3(a) or Section 9.10 for breach of any representation or warranty, Pre-Closing Covenant or Post-Closing Covenant or claim pursuant to Section 9.10, unless written notice of such claim or action (satisfying the requirements of Section 10.4) is received by Purchaser on or prior to the date on which the representation or warranty, Pre-Closing Covenant or Post-Closing Covenant on which such claim or action, or claims pursuant to Section 9.10, is based ceases to survive as set forth in, as applicable, Section 9.10 or 10.1. (d) No claim may be made against Purchaser for indemnification pursuant to Sections 10.3(a)(i) and 10.3(a)(ii) (except with respect to indemnification for breaches of Section 6.1 unless the aggregate amount of all Losses of the Seller Indemnified Parties upon which valid claims are based pursuant to such sections shall exceed an amount equal to the Basket Amount, and then Purchaser shall only be responsible for indemnification of Losses in excess of the Basket Amount. (e) The amounts paid by Purchaser for indemnification of Losses under this Agreement pursuant to Sections 10.3(a)(i) and l0.3(a)(ii) (except with respect to indemnification for breaches of Section 6.1) shall be limited to, in the form of a certificate of insurance) prior aggregate, an amount equal to entry on any Propertythe Indemnification Cap. 3.4.3. Survival . (f) The provisions amounts paid by Purchaser for indemnification of Losses under this Section 3.4 Agreement and the Transaction Documents shall survive in no event exceed, in the termination of this Agreementaggregate, the Purchase Price.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser's Consultants with respect to the Property during the Feasibility Period or otherwise. Purchaser shall not be liable for any damages incurred by Seller resulting from the mere discovery of a pre-existing condition at or with regard to the Property, if such pre-existing condition is not exacerbated by any act or omission of Purchaser; provided, however, if Purchaser proceeds with acquisition of the Property after expiration of the Effective DateFeasibility Period, Purchaser shall accept the Property subject to such pre-existing condition and any liabilities associated therewith. Notwithstanding the foregoing, Purchaser shall not be liable to Seller in any manner on account of any of Purchaser's discussions with the Association (or its attorneys) regarding the Facilities Agreement or the Association Litigation (as defined herein) unless (in the course of such discussions) Purchaser shall willfully or maliciously seek or attempt to undermine the position of Seller in connection with the Facilities Agreement or the Association Litigation. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall, at Purchaser's sole cost and expense, and in accordance with all applicable environmental laws, dispose of any hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser's environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. If Purchaser or its Consultants shall cause any damage to the Property during the course of its entry on or Inspections of the Property, Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Each Purchaser shall indemnify, hold harmless andholding Registrable Securities will, if requested Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a Seller material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Seller’s sole discretion)Registration Statement, defend (prospectus, offering circular or other document in reliance upon and in conformity with counsel approved written information furnished to the Company by an instrument duly executed by such SellerPurchaser and stated to be specifically for use therein, or (B) any violation by such SellerPurchaser of the Securities Act, together with the Exchange Act, state securities laws or any rule or regulation promulgated under such Seller’s affiliateslaws applicable to such Purchaser, parent and subsidiary entitiesin each case, successorssuch Purchaser will reimburse the Company, assignseach other holder, partners, managers, members, employeesand directors, officers, directorspersons, trusteesunderwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, shareholdersas such expenses are incurred, counselin connection with investigating or defending any such claim, representativesloss, agentsdamage, Property Managerliability or action; provided, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including that the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything indemnity agreement contained in this Agreement Subsection 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the contrary, consent of such indemnifying Purchaser (which consent shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be unreasonably withheld in Seller's Representative's sole discretionor delayed). Sellers’ Representative shall have The liability of the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to for indemnification under this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and Section 10.9 (b) worker’s compensation insurance for all in its capacity as a seller of their respective employees in accordance with Registrable Securities shall not exceed the law amount of net proceeds to such Purchaser of the state(s) securities sold in which the Properties are locatedany such registration. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.19

Purchaser Indemnification. 3.4.1. In General . Except as otherwise provided in this Article 7, Purchaser shall agrees to indemnify, defend and hold harmless andthe Company and its Affiliates (each, if requested a "Company Indemnified Party") to the fullest extent permitted by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), law from and against any and all losses, Claims, or written threats thereof, damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ out of pocket fees, including disbursements and other charges of counsel incurred by the cost of appeals) (collectively, “Losses”) arising from Company Indemnified Party in any action between Purchaser and a Company Indemnified Party or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, between a Company Indemnified Party and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests third party (including, without limitation, a Phase II environmental study any other Purchaser) or otherwise or other liabilities (collectively, "Losses") resulting from or arising out of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contractrepresentation or warranty, covenant or expose agreement by Purchaser in this Agreement or the applicable Seller to any Losses or violation of applicable lawother Transaction Documents; provided, or otherwise adversely affect such Property or such Seller’s interest therein. however, that Purchaser shall use best efforts not be liable under this Section 7.1 to minimize disruption a Company Indemnified Party to Tenants the extent that it is finally judicially determined that such Losses resulted or arose from the breach by such Company Indemnified Party of any representation, warranty, covenant or other agreement of such Company Indemnified Party contained in connection with Purchaser’s this Agreement or its Consultants’ activities pursuant the other Transaction Documents; and provided further, that if and to this Section. No consent by Seller’ Representative the extent that such indemnification is unenforceable for any reason, Purchaser shall make the maximum contribution to any the payment and satisfaction of such activity Losses which shall be deemed to constitute a waiver by permissible under applicable laws and the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions of this Agreement. In connection with the obligation of Purchaser to indemnify a Company Indemnified Party for expenses as set forth above and subject to the limitations set forth in Section 3.4 shall survive 7.3 and 7.4, Purchaser shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each such Company Indemnified Party for all such expenses (including reasonable out of pocket fees, disbursements and other charges of counsel incurred by the termination of this AgreementCompany Indemnified Party) as they are incurred by such Indemnified Party.

Purchaser Indemnification. 3.4.1. In General . consideration of the Company’s execution and delivery of this Agreement and the Registration Rights Agreement and issuing the Note hereunder and in addition to all of the Purchaser’s other obligations under the Transaction Documents, the Purchaser shall indemnifydefend, protect, indemnify and hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent the Company and subsidiary entities, successors, assigns, all of its partners, managers, members, employees, officers, directors, trusteesemployees, shareholdersmembers and direct and indirect investors and any of the foregoing person’s agents or other representatives (including, counselwithout limitation, representatives, agents, Property Manager, Regional Property Manager, and AIMCO those retained in connection with the transactions contemplated by this Agreement) (collectively, including such Seller, the “Seller’s Indemnified PartiesCompany Indemnitees”), ) from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, suits, claims, costs losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ feesattorney’s fees and disbursements (the “Company Indemnified Liabilities”), including incurred by any Company Indemnitee relating to violations of the cost 1933 Act, as a result of, or arising out of, or relating to (a) any misrepresentation or breach of appealsany representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (b) (collectivelyany breach of any covenant, “Losses”) agreement or obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby. Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any liability of any Company Indemnitee arising from out of such Company Indemnitee’s gross negligence or related willful misconduct and the Purchaser shall only be required to Purchaser’s or its Consultants’ entry onto such Seller’s Propertymake indemnification to the extent of the aggregate dollar amount of the Notes purchased by it. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and any Inspections or other matters performed by Purchaser satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything rights and obligations under this Article VIII, Section 8.2 shall be the same as those set forth in this Agreement to Section 6 (other than Section 6(b)) of the contraryRegistration Rights Agreement, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 those procedures with respect to property damage, the settlement of claims and (b) workerPurchaser’s compensation insurance for all right to assume the defense of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Propertyclaims. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Sellera) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”)Subject to the provisions of this Article IX, from and against after the Closing, Purchaser agrees to indemnify and hold harmless the US Equityholders from and against, and shall compensate and reimburse the US Equityholders for, all Losses suffered, incurred or sustained by the US Equityholders, or any of them, arising under or as a result of any of the following: (i) any breach (or an allegation that would amount to a breach in the case of a third party claim) of a representation or warranty contained in Article VI, or any certificate delivered by or on behalf of Purchaser in connection herewith; (ii) any failure by Purchaser or any of its Subsidiaries to perform or comply with any covenant or agreement applicable to Purchaser or any of its Subsidiaries contained in this Agreement; and (iii) any fraud, intentional misrepresentation or, with respect to covenants, willful breach of this Agreement, the Indian Equity Purchase Agreement or any certificate delivered by or on behalf of Purchaser in connection herewith or therewith by Purchaser, any of its Subsidiaries or any authorized representative thereof. (b) For the purpose of this Section 9.3, (i) when determining whether a breach has occurred of any representation, warranty, covenant or agreement given or made by Purchaser that is qualified or limited in scope as to material, material adverse effect, Purchaser Material Adverse Effect or any other materiality qualifications or limitations, account shall be taken of such qualifications and/or limitations; and all damages(ii) following the occurrence of a breach, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes when determining the amount of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of appeals) (collectively, “Losses”) any Losses resulting or arising from or related such breach, such qualifications and/or limitations shall be ignored. (c) Purchaser hereby agrees that the US Equityholders’ rights to Purchaser’s or its Consultants’ entry onto indemnification, compensation and reimbursement contained in this Article IX relating to the representations, warranties, covenants and obligations of Purchaser are part of the basis of the bargain contemplated by this Agreement and the Related Agreements; and such Seller’s Propertyrepresentations, warranties, covenants and obligations, and the rights and remedies that may be exercised by the US Equityholders with respect thereto, shall not be waived, limited or otherwise affected by or as a result of (and the US Equityholders shall be deemed to have relied upon such representations, warranties, covenants or obligations notwithstanding) any Inspections knowledge on the part of any of the US Equityholders or any of their representatives (regardless of whether obtained through any investigation by any US Equityholder or any representative of any US Equityholder or through disclosure by Purchaser or any other Person, and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement) or by reason of the fact that a US Equityholder or any of its representatives knew or should have known that any representation or warranty is or might be inaccurate or untrue. For purposes of this Agreement, each statement or other matters performed item of information set forth in the Schedules delivered by Purchaser or any US Equityholder shall be deemed to qualify the representations and warranties made by Purchaser in this Agreement. (d) The US Equityholders’ indemnification rights pursuant to Section 9.3 shall be limited as follows: (i) The US Equityholders shall not be entitled to any recovery resulting from Section 9.3(a)(i) until such time (if at all) as the total amount of all Losses that have been suffered or incurred by any one or more of the US Equityholders with respect to such Property after matters exceeds the Effective DateBasket; and in such event, US Equityholders shall, subject to the limitations set forth in Section 9.3(d)(ii), be entitled to be indemnified against and compensated and reimbursed for all Losses that have been suffered or incurred by the US Equityholders, from the first dollar of Losses, including the Basket; provided, that the limitation set forth in this Section 9.3(d)(i) shall not apply to any indemnification claims for (i) any fraud, intentional misrepresentation or, with respect to covenants, willful breach or (ii) any breach (or alleged breach) of the Fundamental Representations. 3.4.2. (ii) The maximum amount that the US Equityholders may recover from Purchaser for any Losses that have been suffered or incurred by the US Equityholders: (A) under Section 9.3(a)(i) shall be limited to the General Cap; provided, that (i) in the case of any breach, alleged breach or inaccuracy of the Fundamental Representations of Purchaser’s Conduct / Seller’s Right , the maximum amount that the US Equityholders may recover from Purchaser shall be limited to Approve . Notwithstanding anything in the aggregate Consideration received by all US Equityholders pursuant to this Agreement and the Indian Equity Purchase Agreement (including any amounts received under Section 2.1(d) following the Closing) (not including indemnifiable amounts under this Section 9.3), in each case, except as provided for under Section 9.3(d)(ii)(C); (B) under Section 9.3(a) (other than Section 9.3(a)(i)) shall be limited to the contraryaggregate Consideration received by all Equityholders pursuant to this Agreement and the Indian Equity Purchase Agreement (including any amounts received under Section 2.1(d) following the Closing) (not including indemnifiable amounts under this Section 9.3), Purchaser in each case, except as provided for under Section 9.3(d)(ii)(C); and (C) in the case of fraud, intentional misrepresentation or, with respect to covenants, willful breach, there shall be no limit on the amount recoverable by the US Equityholders. (iii) For the avoidance of doubt, if and solely to the extent the amount of a Loss is recovered by a US Equityholder through the actual payment of a payable claim hereunder to such US Equityholder, the same amount of such Loss shall not be permitted recovered again by such US Equityholder by reason of such Loss being subject to perform any invasive tests on any Property without Seller's Representative's prior written consentindemnification under more than one provision of this Agreement, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters thatbut, in the reasonable judgment case of Sellers’ Representativethe immediately preceding clauses, could result in any injury to its Property or breach the amount, if any, of any contract, or expose Loss that exceeds the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect amount already recovered under such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity clause shall be deemed recoverable on and subject to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost terms and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions conditions of this Section 3.4 shall survive the termination of this AgreementArticle IX.

Purchaser Indemnification. 3.4.1. In General . consideration of the Company's ------------------------- execution and delivery of this Agreement and all of Purchaser's obligations under this Agreement, Purchaser shall indemnifydefend, protect, indemnify and hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent the Company and subsidiary entities, successors, assigns, partners, managers, members, employees, all of its officers, directors, trusteesemployees and agents (including, shareholderswithout limitation, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO those retained in connection with the transactions contemplated by this Agreement) (collectively, including such Seller, “Seller’s Indemnified Parties”), the "Company ------- Indemnitees") from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, suits, ----------- claims, costs losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees' fees and disbursements (the "Company Indemnified ------------------- Liabilities"), including incurred by the cost Company Indemnitees or any of appeals) (collectivelythem as a result ----------- of, “Losses”) or arising from out of, or related relating to Purchaser’s any misrepresentation in or its Consultants’ entry onto such Seller’s Property, breach of any of the representations and warranties or any Inspections nonfulfillment or other matters performed by breach of any covenant or agreement on the part of the Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in under this Agreement to or the contraryTransaction Documents, provided that the Purchaser shall not be permitted liable to perform an Company Indemnitee under this Section 9B for any invasive tests on any Property without Sellerliability if such liability is ---------- caused solely by such Company Indemnitee's Representative's prior written consentfraud, which consent willful misconduct or gross negligence or default or breach under this Agreement or the Transaction Documents. To the extent that the foregoing undertaking by the Purchaser may be withheld in Seller's Representative's sole discretion. Sellers’ Representative unenforceable for any reason, the Purchaser shall have make the right, without limitation, maximum contribution to disapprove any the payment and all entries, surveys, tests (including, without limitation, a Phase II environmental study satisfaction of its Property), investigations and other matters that, in each of the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of Company Indemnified Liabilities which is permissible under applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests (including, without limitation, a Phase II environmental study) on any the Property without Seller's Representative's ’s prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property)tests, investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any physical injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law. Purchaser shall, at Purchaser’s sole cost and expense and in accordance with all applicable environmental laws, dispose of all hazardous materials which have been specifically removed from or otherwise adversely affect such at the Property by Purchaser or such Sellerits agents, representatives, employees or designees in connection with Purchaser’s interest thereinenvironmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting arising from Seller’s gross negligence, willful misconduct or breach of this Agreement or from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that if Purchaser proceeds with acquisition of the Property after the Effective Dateexpiration of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any material injury to its the Property or breach of any material contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall, at Purchaser’s sole cost and expense, and in accordance with all applicable environmental laws, dispose of any hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser’s environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such SellerSeller in its reasonable discretion) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ feesfees (to the extent actually incurred and without regard to any statutory presumption), including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to directly caused by Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Sellers’ Representative's ’s prior written consent, which consent may shall not be withheld in Seller's unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Sellers’ Representative's sole discretion, which notice shall be accompanied by a reasonably detailed description and plan of the invasive tests Purchaser desires to perform (including the location of any soil penetrations, borings and the like). Further, Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, that in the reasonable judgment of such Sellers’ Representative, ’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall, at Purchaser’s sole cost and expense, dispose of any hazardous materials which have been specifically removed from or at the Properties by Purchaser or its agents, representatives, employees or designees in connection with Purchaser’s environmental studies at its sole cost and expenses in accordance with all applicable environmental laws, which obligation shall survive the termination of this Contract. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by SellerSellers’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. If the Closing shall not occur, Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III, as reasonably practicable. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s workers’ compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Sellers’ Representative (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on onto any Propertyof the Properties, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, agents and Property Manager, Regional Property Manager, and AIMCO Manager (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective Dateterm of this Contract; provided, however, that in no event shall Purchaser be liable for any Losses arising from the mere discovery of an existing condition at the Property by Purchaser or Purchaser’s Consultants. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise materially adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants the Tenant in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 2,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of five (5) days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO Manager (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) ), (collectively, “Losses”) to the extent arising from or related to damage to property or injury to persons resulting from Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such Property after the Effective Date. 3.4.2Property. Purchaser’s Conduct / Seller’s Right to Approve . indemnification obligation shall not include the mere discovery of adverse conditions, but shall include the exacerbation of any of the same following discovery. 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any vapor intrusion testing, indoor air quality testing, or invasive tests on any the Property (including, without limitation, a Phase II environmental study of the Property) without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property)tests, investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. If this Contract is terminated for any reason, Purchaser shall, upon written request by Seller, promptly deliver to Seller copies of all non-privileged third party reports prepared on behalf of Purchaser with respect to the Property without warranty or representation and without any right of Seller to rely thereon. Purchaser shall maintain and cause its third third-party consultants to maintain (a) casualty Commercial General Liability insurance including contractual liability coverage, on an occurrence basis, including bodily injury and commercial general liability insurance property damage liability, personal and advertising injury liability, with coverages of not less than for the following limits: General Aggregate - $1,000,000.00 for injury or death to any one person and 2,000,000.00, Products – Completed Operations Aggregate - $3,000,000.00 for injury or death to more than one person and 2,000,000.00, each occurrence - $500,000.00 with respect to property damage1,000,000.00, and Personal and Advertising Injury Liability - $1,000,000.00; (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located, including Coverage A in the statutory amount, and Coverage B: Employer’s Liability insurance of $500,000 Each Accident, $500,000 Disease, Policy Limit, and $500,000 Disease, Each Employee; (c) Owned, Hired and Non-Owned Business Automobile liability insurance in an amount no less than $1,000,000 per accident Combined Single Limit for bodily injury and property damage; and (d) Umbrella Policy (Occurrence form with defense costs outside the limits): $1,000,000 Each Occurrence and $1,000,000 Aggregate Excess of the Employer’s Liability, Commercial General Liability and Automobile Liability coverages. Purchaser shall have delivered name Seller as an additional insured on the foregoing insurance policies and such policies shall state that they are primary and non-contributory with any insurance maintained by Seller. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on onto the Property, or (ii) the expiration of five (5) days after the Effective Date. All coverage shall be provided by insurance companies with a current Best’s Rating of A VIII or higher. Purchaser shall provide thirty (30) days’ written notice to Seller prior to cancellation or material change of any Propertyinsurance referred to herein. At least ten (10) days prior to the expiration of any such policy, Purchaser shall provide to Seller evidence of the renewal or replacement of the aforesaid policies. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise. Purchaser’s indemnification obligations set forth in this Section 3.4.1. shall exclude any Losses arising out of (i) the gross negligence or willful misconduct of Seller, and (ii) the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Date.expiration of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateacquisition of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE Article 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property. 3.4.3. Survival , or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.

Purchaser Indemnification. 3.4.1. In General . Each Purchaser shall indemnify, hold harmless andholding Registrable Securities will, if requested Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a Seller material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Seller’s sole discretion)Registration Statement, defend (prospectus, offering circular or other document in reliance upon and in conformity with counsel approved written information furnished to the Company by an instrument duly executed by such SellerPurchaser and stated to be specifically for use therein, or (B) any violation by such SellerPurchaser of the Securities Act, together with the Exchange Act, state securities laws or any rule or regulation promulgated under such Seller’s affiliateslaws applicable to such Purchaser, parent and subsidiary entitiesin each case, successorssuch Purchaser will reimburse the Company, assignseach other holder, partners, managers, members, employeesand directors, officers, directorspersons, trusteesunderwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, shareholdersas such expenses are incurred, counselin connection with investigating or defending any such claim, representativesloss, agentsdamage, Property Managerliability or action; provided, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including that the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything indemnity agreement contained in this Agreement Subsection 10.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the contrary, consent of such indemnifying Purchaser (which consent shall not be permitted unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Subsection 10.9(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have such Purchaser of the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result securities sold in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Propertyregistration. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser's Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) at least two (2) Business Days prior to Purchaser's or Purchaser's Consultants' entry on any onto the Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall, at Purchaser’s sole cost and expense, and in accordance with all applicable environmental laws, dispose of any hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser’s environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property ManagerDesignated Employees, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such Property after during the Effective DateFeasibility Period or otherwise. Purchaser shall not be held liable for any Losses occurring during the period prior to the Closing Date unless such Losses arise from or are related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Sellers’ Representative's ’s prior written consent, which consent may shall not be withheld in Seller's unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Sellers’ Representative's sole discretion, which notice shall be accompanied by a reasonably detailed description and plan of the invasive tests Purchaser desires to perform (including the location of any soil penetrations, borings and the like). Sellers’ Representative shall, within three (3) Business Days after receiving such notice from Purchaser, approve or disapprove such invasive testing. If Sellers’ Representative fails to respond to Purchaser’s request within such three (3) Business Day period, Sellers’ Representative shall be deemed to have disapproved Purchaser’s request to perform such invasive testing. Further, Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, that in the reasonable judgment of such Sellers’ Representative, ’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise materially adversely affect such Property or such Seller’s interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Sellers’ Representative (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on onto any Propertyof the Properties, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, ““ Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, ““ Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateacquisition of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s 's Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such Property after under this Contract during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Sellers' Representative's prior written consent, which consent may be withheld in Seller's Sellers' Representative's sole reasonable discretion. Further, Sellers’ ' Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, that in the such Sellers' Representative's reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s 's interest therein. If Sellers' Representative disapproves such invasive testing requested by Purchaser and as a result Purchaser terminates this Contract pursuant to Section 3.2, Purchaser shall be entitled to a refund of the entire Deposit, including the Non-Refundable Initial Deposit Component. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Sellers' Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Sellers' Representative (in the form of a certificate of insurance) prior to Purchaser's or Purchaser's Consultants' entry on onto any Propertyof the Properties. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, materialman’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall, at Purchaser’s sole cost and expense and in accordance with all applicable environmental laws, dispose of all hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser’s environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages coverage of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of the Property to be conducted by an environmental engineer reasonably acceptable to Seller. Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. Purchaser shall give Seller at least one week's notice prior to entry into any Improvements occupied by Tenants to enable Seller to give the appropriate notice required by Arizona law. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE Article 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. If not already delivered prior to the Effective Date, Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property. 3.4.3. Survival , or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel reasonably approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateexpiration of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall, at Purchaser’s sole cost and expense, and in accordance with all applicable environmental laws, dispose of any hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser’s environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s 's Property, and any Inspections or other matters performed by Purchaser with respect to such Property after during the Effective DateFeasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Seller's Indemnified Parties' negligence or willful misconduct or any preexisting, latent physical or environmental conditions discovered by Purchaser in connection with its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition and takes reasonable steps not to exacerbate such condition. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any a Property without the prior written consent of Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Further, Seller's Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, that in the such Seller's Representative's reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s 's interest therein; provided, however, each Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of the applicable Property (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) and an ACM (asbestos containing material) study (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) in connection therewith, but only to the extent customarily performed in connection with a Phase I environmental study; and, provided, further, however, if the Phase I for any Property concludes that a Phase II is recommended, but the applicable Seller refuses permission for such Phase II (in such Seller's sole and absolute discretion), Purchaser may terminate this Agreement pursuant to Section 3.2 prior to the expiration of the Feasibility Period; provided, however, if Seller's Representative unreasonably withholds its consent to a Phase II environmental study or other invasive testing, then upon such termination, Purchaser also may recover the Non-Refundable Portion. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ 's Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each Property substantially to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE Article 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, by water or otherwise, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) or commonwealth(s) in which the Properties are located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to Purchaser's or Purchaser's Consultants' entry on onto any Propertyof the Properties. 3.4.3. Survival . 3.4.3 The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s 's Indemnified Parties”), from and against any and all damages, mechanic’s mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) to the extent arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall, at Purchaser's sole cost and expense, and in accordance with all applicable environmental laws, dispose of any hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser's environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain or cause Campus Habitat, LLC or Pilot Real Estate Group (whichever of them enters onto the Property) and cause its their third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . (a) The Purchaser shall indemnifyindemnify the Seller, hold harmless andeach Affiliate of the Seller, if requested by a Seller each successor and assign of each such person, and each representative of each of the foregoing (for purposes of this Section 8.03, each such person in such Seller’s sole discretionits capacity as indemnitee hereunder, an "Indemnitee"), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Managerrespect to, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), hold each of them harmless from and against against, any and all damagesLosses resulting from, mechanic’s liensarising out of, liabilitiesor relating to (i) the Purchaser's breach of any representation, penaltieswarranty, interestcovenant, lossesor agreement of the Purchaser contained in this Agreement or any Transaction Agreement; (ii) the Assumed Liabilities; and (iii) any claim alleging that any Products shipped after the date hereof or Assets sold by the Purchaser containing the name of the IP Entities, demandsinfringe a valid and existing copyright or of any claim for royalties (based on title to the Products or Assets) pursuant to any copyright law of the United States or any other law. To the extent that the Purchaser's undertakings in this Section 8.03 may be unenforceable, actionsthe Purchaser shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by any Indemnitee. (b) An Indemnitee shall give the Purchaser notice (for purposes of this Section 8.02, causes a "Loss Notice") of actionany matter which such Indemnitee has determined has given or could reasonably be expected to give rise to a right of indemnification under this Agreement within thirty (30) days of such determination, claimsstating the amount of the Loss, costs and expenses (including reasonable attorneys’ fees, including the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Propertyif known, and method of computation thereof, and describing in reasonable detail the facts and circumstances upon which such determination is based; provided, however, that the failure to provide such notice shall not release the Purchaser from any Inspections of its obligations under this Article VIII except to the extent the Purchaser is materially prejudiced by such failure and shall not relieve the Purchaser from any other obligation or other matters performed by Purchaser liability that it may have to any Indemnitee otherwise than under this Article VIII. (c) The Purchaser's obligations and liabilities hereunder with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Section 8.03 (for purposes of this Section 8.03, "Third-Party Claims") shall be governed by and contingent upon the following additional terms and conditions: (i) If an Indemnitee receives notice of any Third-Party Claim, such Property Indemnitee shall give the Purchaser notice of such Third-Party Claim within thirty (30) days after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right receipt of such notice by such Indemnitee; provided, however, that the failure to Approve . Notwithstanding anything in provide such notice shall not release the Purchaser from any of its obligations under this Agreement Section 8.03 except to the contraryextent the Purchaser is materially prejudiced by such failure and shall not relieve the Purchaser from any other obligation or liability that it may have to any Indemnitee otherwise than under this Section 8.03; (ii) If the Purchaser acknowledges in writing its obligation to indemnify an Indemnitee against any Losses that may result from such Third-Party Claim, then the Purchaser shall not be permitted entitled to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have assume and control the right, without limitation, to disapprove any defense of such Third-Party Claim at its expense and all entries, surveys, tests (including, without limitation, a Phase II environmental study through counsel of its Property)choice (which counsel shall be reasonably acceptable to such Indemnitee) if it gives notice of its intention to do so to such Indemnitee within five (5) Business Days after the receipt of such notice from such Indemnitee; provided, investigations however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of such Indemnitee, in its sole and other matters thatabsolute discretion, for the same counsel to represent both such Indemnitee and the Purchaser, then all Indemnitees with respect to any such Third-Party Claim shall, collectively, be entitled to retain one counsel of their own selection, in each jurisdiction for which such Indemnitees determine counsel is required, at the Purchaser's expense. If the Purchaser exercise its right to undertake any such defense against any such Third-Party Claim as provided above, the Indemnitee shall cooperate with the Purchaser in such defense and make available to the Purchaser at its expense, all witnesses, pertinent records, materials, and information in such Indemnitee's possession or under such Indemnitee's control relating thereto as is reasonably required by the Purchaser. Similarly, in the reasonable judgment of Sellers’ Representativeevent that an Indemnitee is, could result in directly or indirectly, conducting the defense against any injury to its Property or breach of any contractsuch Third-Party Claim, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts cooperate with such Indemnitee in such defense and make available to minimize disruption to Tenants such Indemnitee, at the Purchaser's expense, all such witnesses, records, materials, and information in connection with the Purchaser’s 's possession or its Consultants’ activities pursuant to this Sectionunder the Purchaser's control relating thereto as is reasonably required by such Indemnitee. No consent by Seller’ Representative to any such activity shall Third-Party Claim may be deemed to constitute a waiver settled by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially without the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law written consent of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any PropertyIndemnitee. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateexpiration of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and assume any risks associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall, at Purchaser’s sole cost and expense, and in accordance with all applicable environmental laws, dispose of any hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser’s environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel reasonably approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO Manager (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, actual out-of-pocket costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise but not with respect to pre-existing conditions except to the extent exacerbated by Purchaser or its Consultants. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property (including, without limitation, a Phase II environmental study of the Property) without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entriesall, surveys, tests (including, without limitation, a Phase II environmental study of its Property)tests, investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Notwithstanding the foregoing, typical property condition report inspections, survey field work, and phase I environmental report field work shall be deemed approved by Seller and the foregoing sentence shall not apply to such investigations. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this SectionSection 3.4.2. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. If this Agreement is terminated, unless such termination was by reason of Seller’s default pursuant to the terms and conditions contained herein, Purchaser shall, upon written request by Xxxxxx and receipt of reimbursement by Seller to Purchaser for the cost of same promptly deliver to Seller copies of all non-privileged Third-Party Reports prepared on behalf of Purchaser with respect to the Property without any representation or warranty as to the contents of such reports. Purchaser shall maintain and cause its third party consultants Consultants to maintain (a) casualty insurance at all times of access to the Property, and shall provide Seller evidence of, commercial general liability insurance on an occurrence basis against loss, liability or damage on or about or relating to the Property, by an insurance company reasonably satisfactory to Seller, with coverages a coverage of not less than at least $1,000,000.00 for injury or death to any one person 2,000,000 per occurrence and at least $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage2,000,000 aggregate, naming Seller, and any other person or entity designated by Seller, as an additional insured for Purchaser’s indemnity obligations under this Agreement with such endorsements as Seller shall reasonably require, including, without limitation, coverage (bby contractual liability endorsement) workerof Purchaser’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are locatedindemnity obligations under this Agreement. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Consultants’ entry on any onto the Property, or (ii) five (5) days after the Effective Date. 3.4.3. Survival . 3.4.3 The terms and provisions of this Section 3.4 shall survive the Closing and any termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . (a) From and after the Closing Date, Purchaser shall indemnify, indemnify and hold harmless andParent, if requested by a the Seller (in such Seller’s sole discretion)Parties, defend (with counsel approved by such Seller) such Sellertheir Affiliates, together with such Seller’s affiliates, parent their agents and subsidiary entities, successors, assigns, partners, managers, members, employees, each of their respective officers, directors, trusteesemployees and direct and indirect equity holders (each, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, a “Seller’s Seller Indemnified PartiesParty”), ) from and against any and all damagesDamages arising out of or as a result of (i) any representation or warranty made by Purchaser in Section 4.01(c) having been untrue or incorrect when made or (ii) any breach by Purchaser of any of its covenants made hereunder; provided that any claims for Damages under this Section 6.03(a) shall be subject to the limitations set forth in this Article VI. (b) Subject to compliance with the provisions of and the limitations set forth in this Article VI, mechanic’s liensif the Seller Indemnified Party obtains knowledge of any Damages that the Seller Indemnified Party reasonably determines may give rise to a claim under Section 6.03(a), liabilitiesthe applicable Seller Party or such Seller Indemnified Party shall promptly give written notice thereof to Purchaser (each, penaltiesa “Seller Notice of Claim”). Any Seller Notice of Claim shall specify (i) a detailed description of the circumstances giving rise to such indemnity claim and the basis on which such indemnification is sought, interest(ii) anticipated Damages for which the Seller Indemnified Party claims it is entitled to indemnification pursuant to this Agreement, lossesif calculable, demands(iii) in reasonable detail, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto basis for such Seller’s Propertyindemnity claim, and any Inspections or other matters performed by Purchaser (iv) if such indemnity claim is as a result of a Third Party Claim, that such indemnity claim is as a result of a Third Party Claim and attaching copies of all relevant documentation with respect to such Property after claim, including any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument; provided, however, that the Effective Datefailure of the Seller Indemnified Party to give timely notice as provided herein shall not relieve Purchaser of its obligations under this Article VI, except to the extent Purchaser is actually prejudiced thereby. 3.4.2. Purchaser’s Conduct / Seller’s Right (c) With respect to Approve . Notwithstanding anything in this Agreement any Third Party Claim, from and after receipt of a Seller Notice of Claim pursuant to the contrarySection 6.03(b), Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitationexercisable by written notice to the Seller Parties, to disapprove any assume and all entriesconduct the defense of such Third Party Claim with counsel selected by Purchaser and reasonably acceptable to the Seller Parties, surveysunless Purchaser would be unable to conduct the defense of such Third Party Claim in good faith due to a conflict of interest. In the event that Purchaser elects to assume the defense of a Third Party Claim as contemplated herein, tests the Seller Indemnified Party shall be entitled to participate in (including, without limitation, a Phase II environmental study but not control) the defense of such claim and to employ counsel of its Propertychoice for such purpose at its sole expense, unless the Seller Parties are advised by counsel that (i) a conflict of interest exists between the Seller Parties and counsel selected by Purchaser or (ii) the Seller Parties have defenses available to them that are not available to Purchaser, in either of which cases such counsel shall be at the expense of Purchaser. If Purchaser does not elect or is unable to assume the defense of any Third Party Claim in accordance with this Section 6.03(c), investigations the Seller Indemnified Party may continue to defend such claim at the sole cost and other matters thatexpense of Purchaser (subject to the limitations set forth in this Article VI) and Purchaser may still participate in, in but not control, the reasonable judgment defense of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, Third Party Claim at Purchaser’s sole cost and expense, each Property to substantially . In the same condition existing immediately prior to Purchaser’s exercise event that the Seller Indemnified Party assumes the defense of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees a Third Party Claim in accordance with this Section 6.03(c), the law Seller Indemnified Party will not consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any such claim, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). In the event that Purchaser elects to assume the defense of a Third Party Claim in accordance with this Section 6.03(c), Purchaser shall not, without the prior written consent of the state(s) Seller Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, such claim, provided that the consent of the Seller Indemnified Party is not so required if the sole relief provided by such settlement, compromise, discharge or entry of any judgment consists of monetary obligations that are paid in which full by Purchaser concurrently with the Properties are locatedentry of such settlement, compromise or discharge or the entry into such judgment. In any such Third Party Claim, the party responsible for the defense of such claim hereunder shall, to the extent reasonably requested by the other Party, keep such other Party informed as to the status of such claim, including all settlement negotiations and offers. If Purchaser does not assume the defense of such Third Party Claim in accordance with this Section 6.03(c), Purchaser shall have delivered proof of make available to the insurance coverage Seller Indemnified Party and its attorneys and other representatives the Partnership representatives and all relevant books, records, documents and other materials reasonably required pursuant to this Section 3.4.2 to Sellers (by the Seller Indemnified Party or its representatives and attorneys for use in contesting any Third Party Claim, and shall reasonably cooperate with the Seller Indemnified Party in the form defense of a certificate of insuranceall such claims. This Section 6.03(c) prior shall not apply to entry on any PropertyTax Contests. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnifySeller and Xxxxxxx Xxxxxxxxxx agree, jointly and severally and all other Shareholders agree, severally up to their proportionate percentage equity interest in Seller as of the Closing and not jointly, to indemnify and hold harmless andeach Purchaser, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, their respective officers, directors, trusteesagents, shareholders, counselAffiliates, representatives, agents, Property Manager, Regional Property Managersuccessors and assigns after the Closing (“Purchaser Indemnitees”) from and against, and AIMCO (collectivelyshall reimburse each Purchaser Indemnitee on demand for, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damagesdirect or indirect claims, mechanic’s lienssuits, liabilitiesActions, proceedings, Liabilities, obligations, judgments, fines, penalties, interestclaims, losses, demands, actions, causes of action, claimsdamages, costs and expenses of any kind (including including, without limitation, the reasonable attorneys’ feesfees and disbursements of counsel, including accountants and other experts whether incurred in connection with any of the cost foregoing or in connection with any investigative, administrative or adjudicative proceeding, whether or not such Purchaser Indemnitee shall be designated a party thereto), together with any and all reasonable costs and expenses associated with the investigation of appeals) the same and/or the enforcement of the provisions hereof and thereof but in no event consequential damages (collectively, “Losses”) arising ), which may be incurred by such Purchaser Indemnitee relating to, based upon, resulting from or related to Purchaser’s arising out of: (a) the breach of any representation or its Consultants’ entry onto such Seller’s Property, and warranty made by Seller or any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything Shareholder in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result or in any injury to its Property or Related Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date; (b) the breach of any contractagreement, covenant or expose obligation of Seller or any Shareholder contained in this Agreement or in any Related Document (other than the applicable Seller Employment Agreements); (c) any Excluded Liabilities; (d) any Liability incurred by Seller, any Shareholder or their respective Affiliates to pay any fee or commission to any Losses broker, finder, investment banker or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants other intermediary in connection with Purchaser’s the transactions contemplated by this Agreement other than Bentley Associates; or (e) any misrepresentation contained in any certificate or its Consultants’ activities other document furnished by or on behalf of Seller or any Shareholder pursuant to this Section. No consent by Seller’ Representative to Agreement or in any such activity shall be deemed to constitute a waiver by Related Document (other than the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any PropertyEmployment Agreements). 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnifySellers and Xxxxxxx Xxxxxxxxxx agree, jointly and severally, and all other Shareholders agree, severally up to their proportionate percentage equity interest in CEV as of the Closing and not jointly, to indemnify and hold harmless andeach Purchaser, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, their respective officers, directors, trusteesagents, shareholders, counselAffiliates, representatives, agents, Property Manager, Regional Property Managersuccessors and assigns after the Closing (“Purchaser Indemnitees”) from and against, and AIMCO (collectivelyshall reimburse each Purchaser Indemnitee on demand for, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damagesdirect or indirect claims, mechanic’s lienssuits, liabilitiesActions, proceedings, Liabilities, obligations, judgments, fines, penalties, interestclaims, losses, demands, actions, causes of action, claimsdamages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel, accountants and other experts whether incurred in connection with any of the foregoing or in connection with any investigative, administrative or adjudicative proceeding, whether or not such Purchaser Indemnitee shall be designated a party thereto), together with any and all reasonable costs and expenses associated with the investigation of the same and/or the enforcement of the provisions hereof and thereof but in no event including reasonable attorneys’ fees, including the cost of appeals) consequential damages (collectively, “Losses”) arising ), which may be incurred by such Purchaser Indemnitee relating to, based upon, resulting from or related to Purchaser’s arising out of: (a) the breach of any representation or its Consultants’ entry onto such Seller’s Property, and warranty made by any Inspections Seller or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything any Shareholder in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result or in any injury to its Property or Related Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date; (b) the breach of any contractagreement, covenant or expose obligation of any Seller or any Shareholder contained in this Agreement or in any Related Document (other than the applicable Seller Employment Agreements); (c) any Excluded Liabilities; (d) any Liability incurred by any Seller, any Shareholder or their respective Affiliates to pay any fee or commission to any Losses broker, finder, investment banker or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants other intermediary in connection with Purchaser’s the transactions contemplated by this Agreement other than Bentley Associates; or (e) any misrepresentation contained in any certificate or its Consultants’ activities other document furnished by or on behalf of any Seller or any Shareholder pursuant to this Section. No consent by Seller’ Representative to Agreement or in any such activity shall be deemed to constitute a waiver by Related Document (other than the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any PropertyEmployment Agreements). 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser's Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 1,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) at least 48 hours prior to Purchaser's or Purchaser's Consultants' entry on any onto the Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property ManagerDesignated Employees, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including fees and the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser or Purchaser’s Consultants with respect to such Property after the Effective DateProperty. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, invasive tests (including, without limitation, a Phase II environmental study of its the Property), invasive investigations and other similar matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE Article 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general comprehensive public liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 (up to $2,000,000 of which can be obtained through an umbrella policy) for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to Purchaser's or Purchaser's Consultants' entry on any onto the Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deed to Purchaser. 3.4.3 Notwithstanding anything in this Contract to the contrary, Seller does hereby agree to permit, as part of Purchaser's Inspections, the following geotechnical soils testing for the following purposes: (i) determination of general subsurface soil, potential fill extent, and groundwater conditions to the depths that would be affected by the foundations, and (ii) determination of the engineering characteristics of the subsurface materials encountered. The foregoing geotechnical soils testing shall be subject to the following conditions and limitations: (A) the subsurface and groundwater conditions will be accomplished by drilling vertical soil borings; (B) the number and location of such borings shall be reasonably approved by Seller in advance, but Seller hereby initially approves 5 borings drilled to a depth of 20 feet to obtain preliminary subsurface information (at locations reasonably approved by Seller), (C) the actual number and depth of borings required will depend on the conditions encountered in the field, but the number and depth of such borings shall be subject to Seller's reasonable approval in advance of such drilling, and (D) Seller may impose other reasonable restrictions on the location of such borings, when they are collected, and any protective measures to minimize disruption of Seller's operations and its Tenants. Further, Seller agrees that Purchaser may terminate this Contract and receive a return of the full Initial Deposit (including the Non-Refundable Initial Deposit Component) if, on or before the expiration of the Feasibility Period, either (1) a REC (defined below) or an Historic REC (defined below) is identified in a Phase I assessment ordered and obtained by Purchaser, Purchaser's environmental consultant recommends a Phase II be performed as a result of the existence of a REC or Historic REC, and, upon written notice from Purchaser, Seller refuses to allow Purchaser to conduct a Phase II environmental study on the Property (which Seller shall have the right to deny in its sole discretion), or (2) Purchaser provides Seller with written notice that the results of the geotechnical testing permitted pursuant to this Section 3.4.3 show that the condition of the soils on the Property will materially and adversely affect Purchaser's intended development of the property, or (3) Purchaser provides

Purchaser Indemnification. 3.4.1. 3.4.1 In General . accordance with the terms of the Limited Access Agreement, Purchaser shall indemnify, hold harmless and, if requested by a and defend Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Sellerand the Trust, together with such Seller’s affiliateseach of their Affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, agents and Property Manager, Regional Property Manager, and AIMCO Manager (collectively, including such each Seller, “Seller’s Indemnified Parties”), from and against any and all actual damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, actual losses, demands, actions, causes of action, claims, out-of-pocket costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such Property after during the Feasibility Period or otherwise; provided, however, that the foregoing indemnity shall not extend to, and in no event shall Purchaser or its Consultants be liable for, any Losses to the extent arising from (a) the negligence or intentional misconduct of the Seller’s Indemnified Parties or their contractors, tenants, occupants or other users of the Property, employees, agents or representatives, vendors, contractors, or employees of the Sellers, or (b) any pre-existing condition(s) on or about the Property (except to the extent exacerbated by the negligence or willful misconduct of Purchaser or its Consultants and then, only to the extent so exacerbated). The provisions of this Section 3.4.1 shall survive the termination of this Contract for a period of two (2) years from the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any environmental sampling or invasive or subsurface tests on any Property (including a Phase II environmental assessment, building material sampling, indoor air quality testing or vapor intrusion testing) without the applicable Seller's Representative's ’s prior written consent, which consent may be withheld in the applicable Seller's Representative's ’s sole discretion. Sellers’ Representative shall have the right; provided that, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, Purchaser may conduct a Phase II I environmental study site assessment. Any such Inspections by Purchaser or its Consultants pursuant to this Section shall comply with any applicable legal requirements and be subject to the rights of its Property)the Tenants pursuant to the Leases, investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best reasonable efforts to minimize disruption to the Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Sectionsuch Inspections. No consent by Seller’ Representative the applicable Seller to any such activity shall be deemed to constitute a waiver by the applicable such Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damageinsurance, and (b) worker’s compensation insurance for all of their respective employees and (c) such other insurance coverages specified in accordance the Limited Access Agreement, each in the required amounts and with insurance companies as further specified in the law of the state(s) in which the Properties are locatedLimited Access Agreement. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers the applicable Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on onto any Propertyof the Properties, or (ii) the expiration of five (5) days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, Manager and AIMCO Wellsford (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ Consultant's entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser with respect to the Property during the Feasibility Period or otherwise. 3.4.2 Seller hereby approves Purchaser's entry onto the Property to conduct a land title survey meeting the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established and adopted in 1999 by the American Land Title Association, the American Congress on Surveying and Mapping and the National Society of Professional Surveyors, with such optional survey specifications listed on Table A thereof as Purchaser may require, and to conduct a Phase I Environmental Site Assessment of the Property after the Effective Date. 3.4.2. Purchaser’s Conduct / without further consent or approval by Seller’s Right to Approve . Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.,

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall, at Purchaser’s sole cost and expense and in accordance with all applicable environmental laws, dispose of all hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser’s environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 2,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE Article 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property. 3.4.3. Survival , or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such SellerSeller in its reasonable discretion) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “" Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “" Losses”") arising from or related to caused by Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser's Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each any damage to the Property to substantially caused by Purchaser or its Consultants in the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and not less than $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located, as applicable. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser's Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall, at Purchaser's sole cost and expense, and in accordance with all applicable environmental laws, dispose of any hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser's environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 2,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of five (5) days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel reasonably approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s mechanics’ liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateexpiration of the Feasibility Period, Purchaser shall accept the Property with any such pre-existing conditions and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's ’s Representative's ’s prior written consent, which consent may be withheld in Seller's ’s Representative's ’s sole discretion. Sellers’ Further, Seller’s Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s Representative’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE Article 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on onto any of the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . 3.4.3 The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, ““ Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, ““ Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a reasonably detailed description and plan of the invasive tests Purchaser desires to perform (including the location of any soil penetrations, borings and the like). Sellers’ Representative Seller shall, within three (3) Business Days after receiving such notice from Purchaser, approve or disapprove such invasive testing. If Seller fails to respond to Purchaser’s request within such three (3) Business Day period, Seller shall be deemed to have disapproved Purchaser’s request to perform such invasive testing. Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Each Purchaser shall indemnify, hold harmless andholding Registrable Securities will, if requested Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a Seller material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Seller’s sole discretion)Registration Statement, defend (prospectus, offering circular or other document in reliance upon and in conformity with counsel approved written information furnished to the Company by an instrument duly executed by such SellerPurchaser and stated to be specifically for use therein, or (ii) any violation by such SellerPurchaser of the Securities Act, together with the Exchange Act, state securities laws or any rule or regulation promulgated under such Seller’s affiliateslaws applicable to such Purchaser, parent and subsidiary entitiesin each case, successorssuch Purchaser will reimburse the Company, assignseach other holder, partners, managers, members, employeesand directors, officers, directorspersons, trusteesunderwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, shareholdersas such expenses are incurred, counselin connection with investigating or defending any such claim, representativesloss, agentsdamage, Property Managerliability or action; provided, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including that the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything indemnity agreement contained in this Agreement Section 5.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the contrary, consent of such indemnifying Purchaser (which consent shall not be permitted unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 5.9(b) in its capacity as a seller of Registrable Securities shall not exceed the greater of (i) the amount of net proceeds to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have such Purchaser of the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result securities sold in any injury to its Property or breach such registration and (ii) the purchase price of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk Shares paid by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanicmechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective DateFeasibility Period or otherwise. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion; provided, however, that in the event Seller withholds its consent to any such invasive tests, Purchaser shall have the right to terminate this Contract by giving written notice to that effect to Seller and Escrow Agent on or before 5:00 p.m. on or before the date that is two (2) business days following Seller’s denial of such invasive test, and in such event this Contract shall terminate and be of no further force and effect subject to and except for the Survival Provisions, and Escrow Agent shall return the Deposit to Purchaser. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser's or Purchaser's Consultants' entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Each Purchaser shall indemnify, hold harmless andholding Registrable Securities will, if requested Registrable Securities held by such Purchaser are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company, each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (A) any untrue statement (or alleged untrue statement) of a Seller material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Seller’s sole discretion)Registration Statement, defend (prospectus, offering circular or other document in reliance upon and in conformity with counsel approved written information furnished to the Company by an instrument duly executed by such SellerPurchaser and stated to be specifically for use therein, or (B) any violation by such SellerPurchaser of the Securities Act, together with the Exchange Act, state securities laws or any rule or regulation promulgated under such Seller’s affiliateslaws applicable to such Purchaser, parent and subsidiary entitiesin each case, successorssuch Purchaser will reimburse the Company, assignseach other holder, partners, managers, members, employeesand directors, officers, directorspersons, trusteesunderwriters or control persons of the Company and the other holders for any legal or any other expenses reasonably incurred, shareholdersas such expenses are incurred, counselin connection with investigating or defending any such claim, representativesloss, agentsdamage, Property Managerliability or action; provided, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including that the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything indemnity agreement contained in this Agreement Subsection 11.12(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the contrary, consent of such indemnifying Purchaser (which consent shall not be permitted unreasonably withheld or delayed). The liability of any Purchaser for indemnification under this Section 11.12(b) in its capacity as a seller of Registrable Securities shall not exceed the amount of net proceeds to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have such Purchaser of the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result securities sold in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Propertyregistration. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, ““ Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s mechanics’ liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, ““ Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed by Purchaser or its Consultants with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser (as opposed to the exacerbation by Purchaser) of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateexpiration of the Feasibility Period, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Purchaser shall use best commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property. 3.4.3. Survival , or (ii) the expiration of five (5) calendar days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this AgreementContract, and if not so terminated, the Closing and delivery of the Deed to Purchaser.

Purchaser Indemnification. 3.4.1. In General . 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s 's affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “"Seller’s 's Indemnified Parties”"), from and against any and all damages, mechanic’s mechanics' liens, materialmen's liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ ' fees, including the cost of in-house counsel and appeals) (collectively, “"Losses”") arising from or related to Purchaser’s 's or its Consultants’ ' entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property after during the Effective Date. 3.4.2Feasibility Period or otherwise. Purchaser’s Conduct / Seller’s Right indemnity and release shall not apply to Approve . the extent any Losses are the result of the gross negligence or intentional misconduct of any of the Indemnified Parties. 3.4.2 Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's prior written consent, which consent may shall not be withheld in unreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests. Purchaser shall give prior written notice thereof to Seller's Representative's sole discretion, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller's reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s 's interest therein. Purchaser shall, at Purchaser's sole cost and expense, and in accordance with all applicable environmental laws, dispose of all hazardous materials which have been specifically removed from or at the Property by Purchaser or its agents, representatives, employees or designees in connection with Purchaser's environmental studies. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Seller’ Representative Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s 's sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s 's compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to Purchaser's or Purchaser's Consultants' initial entry on any onto the Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

Purchaser Indemnification. 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s mechanics’ liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other matters performed acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise. Purchaser shall, however, not be liable for any damages incurred by Seller resulting from the mere discovery by Purchaser of a pre-existing condition at or with regard to the Property; provided, however, that, if Purchaser proceeds with acquisition of the Property after the Effective Dateexpiration of the Feasibility Period and the Closing occurs, Purchaser shall accept the Property with such pre-existing condition and assume any liabilities associated therewith. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Seller's Representative's ’s prior written consent, which consent may be withheld in Seller's Representative's ’s sole discretion. Sellers’ Representative Further, Seller shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its the Property), investigations and other matters that, that in the Seller’s reasonable judgment of Sellers’ Representative, could result in any injury to its the Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such the Property or such Seller’s interest therein. Seller hereby expressly consents to Purchaser’s performance of a Phase I environmental study of the Property (to be conducted by an environmental engineer reasonably acceptable to Seller) and an ACM (asbestos containing material) study (to be conducted by an environmental engineer reasonably acceptable to Seller) in connection therewith, but only to the extent customarily performed in connection with a Phase I environmental study. Purchaser shall use best reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative the Seller to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each the Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 1,000,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) state in which the Properties are Property is located. Purchaser shall have delivered deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry on any onto the Property, or (ii) the expiration of 5 days after the Effective Date. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.