Common use of Purchaser Indemnification Clause in Contracts

Purchaser Indemnification. 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, 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 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 during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’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 in 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by 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 sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Properties.

Purchaser Indemnification. 3.4.1 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 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, mechanics’ liens, materialmenmechanic’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 acts matters performed by Purchaser or Purchaser’s Consultants with respect to such Property during after the Feasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Effective Date. 3.4.2. Purchaser’s Conduct / 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 Right to exacerbate such condition. 3.4.2 Approve . Notwithstanding anything in this Contract Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Seller's Representative’s 's prior written consent, which consent may be withheld in Sellers’ Seller's 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 such the reasonable judgment of 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 reasonable best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by SellersSeller’ 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 to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article IIIARTICLE 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 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 ($1,000,000.00) 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) or commonwealth(s) in which the Properties are located. Purchaser shall deliver have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Sellers (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto on any Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the Propertiestermination of this Agreement.

Purchaser Indemnification. 3.4.1 In 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 reasonably 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, mechanics’ liens, materialmen’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 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 acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Seller’s "Company 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’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 PropertyLiabilities"), investigations and other matters that in such Sellers’ Representative’s reasonable judgment could incurred by any Company Indemnitee as a result in of, or arising out of, 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 obligation of the Purchaser contained in the Transaction Documents or any other certificate or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against such Company Indemnitee by a third party arising out of or resulting from the Purchaser's breach of the Transaction Documents or the Purchaser's breach of any other certificate, instrument or document contemplated hereby or thereby, and (d) the enforcement of this Section. 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 expose fraudulent action(s) or (ii) the applicable Seller to breach of any Losses representation, warranty or violation of applicable law, or otherwise adversely affect covenant in the Transaction Documents by 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 Company Indemnitee. The Purchaser shall 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 Representativeliable under this Section 7.5(b) in connection therewith, but respect of Company Indemnified Liabilities only to the extent customarily performed the aggregate of such Company Indemnified Liabilities exceed $10,000, in connection which case the Purchaser shall be liable under this Section 7.5(b) for all Company Indemnified Liabilities up to a 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 a Phase I environmental study; andPreferred Shares, providedwhich Preferred Shares shall be valued for such purposes at the Original Issue Price. To the extent permitted by law, further, however, if the Phase I 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 Property concludes Company Indemnified Liabilities. To the extent that a Phase II is recommendedthe undertaking by the Purchaser in this Section 7.5(b) may be unenforceable for any reason, 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 subject to the expiration limitations set forth above, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Feasibility Period. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ Representative to any such activity shall be deemed to constitute a waiver by the Company Indemnified Liabilities which is permissible under 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 the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Propertieslaw.

Purchaser Indemnification. 3.4.1 In 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 reasonably 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, mechanics’ liens, materialmen’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 in-house counsel and 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”) arising from agreement or related to Purchaser’s obligation of the Purchaser contained in the Transaction Documents or its Consultants’ entry onto such Seller’s Propertyany other certificate or document contemplated hereby or thereby. Notwithstanding the foregoing, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity Company Indemnified Liabilities shall not cover include any Loss to the extent liability of any Company Indemnitee arising from Sellerout of such Company Indemnitee’s Indemnified Parties’ gross 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not only be permitted required to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’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 in 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 make indemnification to the extent customarily performed in connection with a Phase I environmental study; and, provided, further, however, if of the Phase I aggregate dollar amount of the Notes purchased by it. To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any Property concludes that a Phase II is recommendedreason, 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 shall make the maximum contribution to the expiration payment and satisfaction of each of the Feasibility Period. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ Representative to any such activity shall be deemed to constitute a waiver by the Company Indemnified Liabilities which is permissible under 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 the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Propertieslaw.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 3.4.1. Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 acts by Purchaser or Purchaser’s '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 expiration of the Feasibility Period and the Closing occurs, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any liabilities associated therewith. 3.4.2 3.4.2. Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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) for injury or death to more than one person and One Million Dollars ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s '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 acts by Purchaser or Purchaser’s 's Consultants with respect to such 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 Feasibility Period, Purchaser shall accept the Property subject to such indemnity pre-existing condition and any liabilities associated therewith. Notwithstanding the foregoing, Purchaser shall not cover be liable to Seller in any Loss 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 extent arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered by Purchaser position of Seller 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 conditionthe Facilities Agreement or the Association Litigation. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; provided. Purchaser shall, however, each Seller hereby expressly consents to at Purchaser's performance sole cost and expense, and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of any hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser's 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnifySeller and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 reasonably 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, mechanics’ lienssuits, materialmen’s liensActions, liabilitiesproceedings, 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 in-house counsel and appeals) consequential damages (collectively, “Losses”) arising ), which may be incurred by such Purchaser Indemnitee relating to, based upon, resulting from or related arising out of: (a) the breach of any representation or warranty made by Seller or any Shareholder in this Agreement or in any Related Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date; (b) the breach of any agreement, covenant or obligation of Seller or any Shareholder contained in this Agreement or in any Related Document (other than the Employment Agreements); (c) any Excluded Liabilities; (d) any Liability incurred by Seller, any Shareholder or their respective Affiliates to Purchaser’s pay any fee or its Consultants’ entry onto such Seller’s Propertycommission to any broker, and any Inspections finder, investment banker or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility 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 intermediary 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.the transactions contemplated by this Agreement other than Bentley Associates or Jain Consulting LLC; or 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform (e) any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’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 in such Sellers’ Representative’s reasonable judgment could result misrepresentation contained in any injury to its Property certificate or breach other document furnished by or on behalf of Seller or 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities Shareholder pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the PropertiesEmployment Agreements).

Purchaser Indemnification. 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, 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 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 acts 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 expiration of the Feasibility Period, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any liabilities associated therewith. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the PropertiesDeed to Purchaser.

Purchaser Indemnification. 3.4.1 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 3.4.2. Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 3.4.1. Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s 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 acts by Purchaser or Purchaser’s 's Consultants with respect to such the Property during the Feasibility 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 3.4.2. Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. FurtherIf Purchaser desires to perform any invasive tests, Sellers’ Representative Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. 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 in such Sellers’ Representative’s Seller's reasonable judgment 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; provided. Purchaser shall, howeverat Purchaser’s sole cost and expense, each Seller hereby expressly consents to Purchaser's performance and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of all hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser’s 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any of the PropertiesProperty.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts 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 acquisition of the Feasibility Period, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any liabilities associated therewith. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III3. 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the PropertiesDeed to Purchaser.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s '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 acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests. Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; provided. Purchaser shall, however, each Seller hereby expressly consents to at Purchaser's performance sole cost and expense, and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of any hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser's 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts matters performed by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 reasonable best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III3. 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the PropertiesDeed to Purchaser.

Purchaser Indemnification. 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 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, mechanics’ lienssustain or become subject to, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes as the result of action, claims, costs and expenses (including reasonable attorneys’ fees, including i) 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 acts breach by Purchaser of any representation, warranty, covenant or Purchaser’s Consultants with respect to such Property during the Feasibility Period agreement made by Purchaser contained in this Agreement or otherwise; providedin any writing schedule, however, such indemnity shall not cover any Loss to the extent arising from Seller’s Indemnified Parties’ negligence closing document or willful misconduct or any preexisting latent physical or environmental conditions discovered financial statement delivered 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 this Agreement, (ii) any action, demand, proceeding, investigation or claim by any party (including governmental agencies) against or affecting any Seller Indemnitee which, if successful, would give rise to exacerbate such condition. 3.4.2 Notwithstanding anything in this Contract or evidence the existence of or relate to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’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 in such Sellers’ Representative’s reasonable judgment could result in any injury to its Property or breach of any contractof the representations, warranties, covenants or agreements of Purchaser, (iii) any claims of any brokers or finders claiming by, through or under Purchaser, or expose the applicable Seller (iv) any claims by a third party relating to any Losses liabilities assumed by Capital. With respect to any claim or violation claims for breaches or alleged breaches of applicable law, representations and warranties contained in Article 4 hereof Capital will not be liable with respect to any such breach or otherwise adversely affect such Property or such Seller’s interest therein; provided, however, each Seller hereby expressly consents to Purchaser's performance alleged breach unless written notice of a Phase I environmental study of possible claim for indemnification with respect to such breach or alleged breach is given by Seller (i) on or before twelve (12) months after the applicable Property Closing Date (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"Survival Date"), Purchaser may terminate this Contract pursuant to Section 3.2 it being understood that so long as such written notice is given on or prior to the expiration 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 Feasibility PeriodSurvival Date. Purchaser Notwithstanding the foregoing, any breaches or alleged breaches of the covenants or agreements contained herein, shall use reasonable efforts survive the Closing and will be subject to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption statute of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Propertieslimitations.

Purchaser Indemnification. 3.4.1 In 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 reasonably 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, mechanics’ liens, materialmen’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 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 acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility 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 Company Indemnitees or any preexisting latent physical of them as a result ----------- of, or environmental conditions discovered by arising out of, or relating to any misrepresentation in or breach of any of the representations and warranties or any nonfulfillment or breach of any covenant or agreement on the part of the 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 Notwithstanding anything in under this Contract to Agreement 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 Sellers’ Representative’s prior written consentliability if such liability is ---------- caused solely by such Company Indemnitee's fraud, 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 Sellers’ Representative’s sole discretion. Furtherunenforceable for any reason, Sellers’ Representative 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 such Sellers’ Representative’s reasonable judgment could result in any injury to its Property or breach each 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by 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 sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Properties.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 's Property, and any Inspections or other acts matters performed by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Seller’s 's Indemnified Parties’ ' negligence or willful misconduct or any preexisting 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any a Property without Sellers’ Representative’s the prior written consentconsent of Seller's Representative, which consent may be withheld in Sellers’ Seller's Representative’s 's sole discretion. Further, Sellers’ 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 in such Sellers’ Seller's Representative’s '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 '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 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 reasonable best efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article III3. 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 ($1,000,000.00) 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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Sellers (in the form of a certificate of insurance) prior to Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any of the Properties. 3.4.3 The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s '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 acts by Purchaser or Purchaser’s 's Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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) 1,000,000.00 for injury or death to more than one person and One Million Dollars ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) at least 48 hours prior to Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any of the PropertiesProperty.

Purchaser Indemnification. 3.4.1 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other 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 expiration of the Feasibility Period, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any risks associated therewith. 3.4.2 3.4.2. Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; provided. Purchaser shall, howeverat Purchaser’s sole cost and expense, each Seller hereby expressly consents to Purchaser's performance and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of any hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser’s 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other 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 expiration of the Feasibility Period, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any liabilities associated therewith. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; provided. Purchaser shall, howeverat Purchaser’s sole cost and expense, each Seller hereby expressly consents to Purchaser's performance and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of any hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser’s 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts 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 expiration of the Feasibility Period, Purchaser shall accept the Property with any such indemnity shall not cover pre-existing conditions and assume 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 conditionliabilities associated therewith. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Seller’s Representative’s prior written consent, which consent may be withheld in Sellers’ Seller’s Representative’s sole discretion. Further, Sellers’ 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 in such Sellers’ Seller’s Representative’s reasonable judgment 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; 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 commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by SellersSeller’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III3. 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any of the PropertiesProperty, or (ii) the expiration of 5 days after the Effective Date. 3.4.3 The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the Deeds to Purchaser.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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’ Consultant's entry onto such Seller’s the Property, and any Inspections or other acts matters performed by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise; provided. 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, howeverthe American Congress on Surveying and Mapping and the National Society of Professional Surveyors, with 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 optional survey specifications listed on Table A thereof as Purchaser immediately ceases its investigations upon discovering such latent condition may require, and takes reasonable steps not to exacerbate such condition. 3.4.2 conduct a Phase I Environmental Site Assessment of the Property without further consent or approval by Seller. Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by 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 sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Properties.,

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other 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 acquisition of the Feasibility Period, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any liabilities associated therewith. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other 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 expiration of the Feasibility Period and the Closing occurs, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any liabilities associated therewith. 3.4.2 3.4.2. Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; provided, however, each . Seller hereby expressly consents to Purchaser's ’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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to more than one person and One Million Dollars ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller'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. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s '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 acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise; provided, however, such . Purchaser’s indemnity and release shall not cover any Loss apply to the extent arising from Seller’s any Losses are the result of the gross negligence or intentional misconduct of any of the 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests. Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; provided. Purchaser shall, however, each Seller hereby expressly consents to at Purchaser's performance sole cost and expense, and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of all hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser's 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to Purchaser’s 's or Purchaser’s 's Consultants’ ' initial entry onto any of the PropertiesProperty.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 acts matters performed by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. 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, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable 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 Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article III3. 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. If not already delivered prior to the Effective Date, Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the PropertiesDeed to Purchaser.

Purchaser Indemnification. 3.4.1 In 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 reasonably 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, mechanics’ 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 acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such that the foregoing indemnity shall not cover extend to, and in no event shall Purchaser or its Consultants be liable for, any Loss Losses to the extent arising from (a) the negligence or intentional misconduct of the Seller’s Indemnified Parties’ 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 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 Consultants and takes reasonable steps not then, only to exacerbate such conditionthe 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 Notwithstanding anything in this 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 Sellers’ Representativethe applicable Seller’s prior written consent, which consent may be withheld in Sellers’ Representativethe applicable Seller’s sole discretion. Further; provided that, 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 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 Purchaser may conduct a Phase 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 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 Tenants pursuant to the extent customarily performed in connection with a Phase I environmental study; andLeases, 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 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 Sellers’ 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 to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article ARTICLE 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($1,000,000.00) 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) or commonwealth(s) in which the Properties are locatedLimited Access Agreement. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative 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 onto any of the Properties, or (ii) the expiration of five (5) days after the Effective Date.

Purchaser Indemnification. 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 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, mechanics’ 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 acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ 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 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 in 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. Purchaser shall, howeverat Purchaser’s sole cost and expense, each Seller hereby expressly consents to Purchaser's performance dispose of a Phase I environmental study of any hazardous materials which have been specifically removed from or at the applicable Property (to be conducted Properties 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser’s environmental study; andstudies at its sole cost and expenses in accordance with all applicable environmental laws, provided, further, however, if which obligation shall survive 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 termination of this Contract pursuant to Section 3.2 prior to the expiration of the Feasibility PeriodContract. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by 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. If the Closing shall not occur, Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to 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 onto any of the Properties, or (ii) the expiration of 5 days after the Effective Date.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; provided. Purchaser shall, howeverat Purchaser’s sole cost and expense, each Seller hereby expressly consents to Purchaser's performance and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of any hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser’s 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 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 ManagerDesignated Employees, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, 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 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 during the Feasibility Period or otherwise; provided, however, such indemnity . Purchaser shall not cover be held liable for any Loss Losses occurring during the period prior to the extent arising Closing Date unless such Losses arise from or are related to Purchaser’s or its Consultants’ entry onto such Seller’s Indemnified Parties’ negligence Property, and any Inspections or willful misconduct or any preexisting latent physical or environmental conditions discovered other acts by Purchaser in connection or Purchaser’s Consultants with its investigations as long as Purchaser immediately ceases its investigations upon discovering respect to such latent condition and takes reasonable steps not to exacerbate such conditionProperty. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ 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 Sellers’ Representative, 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 sole discretionrequest 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 in 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by SellersSeller’ 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 the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to 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 onto any of the Properties, or (ii) the expiration of 5 days after the Effective Date.

Purchaser Indemnification. 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, 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 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 acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity Property. Purchaser’s indemnification obligation shall not cover include the mere discovery of adverse conditions, but shall include the exacerbation of any Loss to of 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 conditionsame following discovery. 3.4.2 Notwithstanding anything in this 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 Sellers’ Representativelimitation, a Phase II environmental study of the Property) without Seller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 in such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 One Million Dollars (for the following limits: General Aggregate - $2,000,000.00, Products – Completed Operations Aggregate - $2,000,000.00, each occurrence - $1,000,000.00) for injury or death to any one person , and Three Million Dollars ($3,000,000.00) for injury or death to more than one person Personal and One Million Dollars (Advertising Injury Liability - $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) state in which the Properties 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 name Seller as an additional insured on the foregoing insurance policies and such policies shall state that they are locatedprimary 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’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry 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 insurance referred to herein. At least ten (10) days prior to the expiration of any such policy, Purchaser shall provide to Seller evidence of the Propertiesrenewal or replacement of the aforesaid policies.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 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 expiration of the Feasibility Period, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such condition.assume any liabilities associated therewith 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this 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 Sellers’ RepresentativeSeller’s prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 in such Sellers’ RepresentativeSeller’s reasonable judgment 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 Seller’s interest therein; providedits agents, howeverrepresentatives, 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 employees or designees in connection with a Phase I Purchaser’s 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 In 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 reasonably 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, mechanics’ liens, materialmen’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 in-house counsel and 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”) arising from agreement or related to Purchaser’s obligation of the Purchaser contained in the Transaction Documents or its Consultants’ entry onto such Seller’s Propertyany other certificate or document contemplated hereby or thereby. Notwithstanding the foregoing, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity Company Indemnified Liabilities shall not cover include any Loss to the extent liability of any Company Indemnitee arising from Sellerout of such Company Indemnitee’s Indemnified Parties’ gross negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered by and the Purchaser in connection with its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition and takes reasonable steps not shall only be required to exacerbate such condition. 3.4.2 Notwithstanding anything in this Contract make indemnification to the contraryextent 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 not make the maximum contribution to the payment and 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 the rights and obligations under this Article VIII, Section 8.2 shall be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consentthe same as those set forth in Section 6 (other than Section 6(b)) of the Registration Rights Agreement, which consent may be withheld in Sellers’ Representative’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 in 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by 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 sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($1,000,000.00) those procedures with respect to property damage, the settlement of claims 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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any right to assume the defense of the Propertiesclaims.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may shall not be withheld in Sellers’ Representativeunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, 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). 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 sole discretionrequest within such three (3) Business Day period, Seller shall be deemed to have disapproved Purchaser’s request to perform such invasive testing. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 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, 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwiseterm of this Contract; provided, however, such indemnity that in no event shall not cover Purchaser be liable for any Loss to the extent Losses arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered the mere discovery of an existing condition at the Property 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 conditionor Purchaser’s Consultants. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 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 Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) 2,000,000.00 for injury or death to more than one person and One Million Dollars ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of five (5) days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s '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 acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s '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 acts by Purchaser or Purchaser’s 's Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 Property substantially any damage to the same condition existing immediately prior to Purchaser’s Property caused by Purchaser or its Consultants in the exercise of its rights pursuant to this Article 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 (not less than $1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located, as applicable. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 acts 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 acquisition of the Feasibility Period, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any liabilities associated therewith. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 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 Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article III3. 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the PropertiesDeed to Purchaser.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 acts matters performed by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable best efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article III3. 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the Effective Date. The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the PropertiesDeed to Purchaser.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts matters performed by Purchaser or Purchaser’s 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 expiration of the Feasibility Period, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any liabilities associated therewith. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 commercially reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, 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 Contract, and if not so terminated, the Closing and delivery of the PropertiesDeed to Purchaser.

Purchaser Indemnification. 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, mechanics’ 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 acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility Period or otherwise; provided, however, such indemnity shall otherwise but not cover any Loss with respect to pre-existing conditions except to the extent arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered exacerbated by Purchaser in connection with or its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition and takes reasonable steps not to exacerbate such conditionConsultants. 3.4.2 Notwithstanding anything in this Contract Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property (including, without Sellers’ Representativelimitation, a Phase II environmental study of the Property) without Seller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 in such Sellers’ RepresentativeSeller’s reasonable judgment 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; provided. Notwithstanding the foregoing, howevertypical property condition report inspections, each Seller hereby expressly consents to Purchaser's performance of a Phase survey field work, and phase I environmental study of report field work shall be deemed approved by Seller and the applicable Property (foregoing sentence shall not apply 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 Periodinvestigations. Purchaser shall use 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 Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ▇▇▇▇▇▇ 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 One Million Dollars (at least $1,000,000.00) for injury or death to any one person 2,000,000 per occurrence and Three Million Dollars (at least $3,000,000.00) for injury or death to more than one person and One Million Dollars ($1,000,000.00) 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) or commonwealth(s) in which the Properties are locatedindemnity obligations under this Agreement. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto the Property, or (ii) five (5) days after the Effective Date. 3.4.3 The terms and provisions of Section 3.4 shall survive Closing and any termination of the Propertiesthis Agreement.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnifyindemnify the Equityholders and each of respective agents, 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, employeesrepresentatives, officers, directorsdirectors and employees, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, the “Seller’s Indemnified Parties”), from and against any and all damages, 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, “LossesEquityholder Recipient Indemnitees”) against and from all Damages incurred by any Equityholder Recipient Indemnitee as a result of, or arising from out of, or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and by virtue of (a) any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility 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 inaccuracy 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’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 in such Sellers’ Representative’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable representation and warranty made by Purchaser to Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest thereinin Section 4; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by 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 sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($1,000,000.00) with respect to property damage, and (b) worker’s compensation insurance for all any material breach by Purchaser of their respective employees in accordance with the law any of the state(scovenants or obligations made by them under this Agreement (including the obligations under this Article 8) or (c) or commonwealth(sany Assumed Liabilities; provided that, this Section 8.1(g) in which shall not restrict the Properties are located. Purchaser shall deliver proof Indemnified Persons from seeking recovery for breaches of the insurance coverage required representations and warranties as provided in this Agreement. Any claim pursuant to this Section 3.4.2 to Sellers’ Representative (8.1(g) may be made only by Seller on behalf of the Equityholders or in the form event Seller experiences a change of control, dissolution or otherwise winds up its affairs, Seller’s designee. Parent hereby unconditionally guarantees Seller it will satisfy any indemnification obligation of Purchaser or its Affiliates to the Equity Recipient Indemnitees that Purchaser or its Affiliates does not fulfill. For the avoidance of doubt, the survival period in this Section 8.1 is intended to and hereby does replace the applicable statutes of limitations that would otherwise apply to a certificate claim for breach of insurance) prior to Purchaser’s any representation, warranty, covenant or Purchaser’s Consultants’ entry onto obligation contained in this Agreement or any of the Propertiesother Transaction Agreement.

Purchaser Indemnification. 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; provided. Purchaser shall, howeverat Purchaser’s sole cost and expense and in accordance with all applicable environmental laws, each Seller hereby expressly consents to Purchaser's performance dispose of a Phase I environmental study of all hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser’s 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) 2,000,000.00 for injury or death to more than one person and One Million Dollars ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s '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 acts by Purchaser or Purchaser’s 's Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; provided. Purchaser shall, however, each Seller hereby expressly consents to at Purchaser's performance sole cost and expense, and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of any hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser's 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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) 2,000,000.00 for injury or death to more than one person and One Million Dollars ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of five (5) days after the PropertiesEffective Date.

Purchaser Indemnification. 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 ManagerDesignated Employees, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanics’ 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 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 acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility 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 conditionProperty. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may be withheld in Sellers’ RepresentativeSeller’s sole discretion. Further, Sellers’ Representative 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 in such Sellers’ RepresentativeSeller’s reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the PropertiesProperty.

Purchaser Indemnification. 3.4.1 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, 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 or its Consultants’ entry onto such Seller’s the Property, and any Inspections or other 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 expiration of the Feasibility Period, Purchaser shall accept the Property with 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 pre-existing condition and takes reasonable steps not to exacerbate such conditionassume any liabilities associated therewith. 3.4.2 3.4.2. Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; provided. Purchaser shall, howeverat Purchaser’s sole cost and expense, each Seller hereby expressly consents to Purchaser's performance and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of any hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser’s 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the PropertiesProperty.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s '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 acts by Purchaser or Purchaser’s 's Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) at least two (2) Business Days prior to Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any of the PropertiesProperty.

Purchaser Indemnification. 3.4.1 Purchaser (b) In case any proceeding (including any governmental investigation) shall indemnifybe instituted involving any person in respect of which indemnity may be sought pursuant to this Section 9.02, hold harmless andthe Indemnified Person shall promptly notify the Indemnifying Party in writing and the Indemnifying Party, if requested upon request of the Indemnified Person, shall retain counsel satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Party and the Indemnified Person shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Person and representation of both parties by a Seller the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any Indemnified Person in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Persons and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Seller’s sole discretion). The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, defend (with counsel reasonably approved by such Seller) such Seller, together but if settled with such Seller’s affiliatesconsent or if there be a final judgment for the plaintiff, 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 the Indemnifying Party agrees to indemnify the Indemnified Parties”), Person from and against any and all damagesloss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, mechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs if at any time an Indemnified Person shall have requested an Indemnifying Party to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (including reasonable attorneys’ fees, including x) such settlement is entered into more than 30 days after receipt by such Indemnifying Party of the cost of in-house counsel aforesaid request and appeals(y) (collectively, “Losses”) arising from or 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 during the Feasibility Period or otherwise; provided, however, such indemnity Indemnifying Party shall not cover any Loss to have reimbursed the extent arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered by Purchaser Person in connection accordance 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’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 in 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 request prior to the expiration date of such settlement. No Indemnifying Party shall, without the prior written consent of the Feasibility Period. Purchaser shall use reasonable efforts to minimize disruption to Tenants Indemnified Person, effect any settlement of any pending or threatened proceeding in connection with Purchaser’s respect of which any Indemnified Person is or its Consultants’ activities pursuant to this Section. No consent by Sellers’ Representative to any such activity shall be deemed to constitute could have been a waiver by the applicable Seller or assumption of liability or risk party and indemnity could have been sought hereunder by such Seller. Purchaser hereby agrees to restoreIndemnified Person, at Purchaser’s sole cost and expense, each Property substantially to unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the same condition existing immediately prior to Purchaser’s exercise subject matter of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Propertiessuch proceeding.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, indemnify and hold Seller and its Related Parties 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 Managerfrom, and AIMCO will reimburse Seller and its Related Parties for, all Losses that result from or arise out of: (collectivelya) A breach of Purchaser’s covenants, including such representations, warranties and agreements contained in this Agreement; or (b) On and after the Transfer Date a breach of Purchaser’s responsibilities under the Servicing Agreement or other failure to service the Mortgage Loans in accordance with Applicable Requirements, except for any breach caused by the actions of Seller. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims for which Seller is seeking indemnification by Purchaser under this Agreement (each, a “Seller’s Indemnified PartiesSeller Indemnity Claim”), from provided, however the failure to timely give such notification will not affect the indemnification provided hereunder unless Purchaser is materially prejudiced by such failure and against any had no actual knowledge of such Seller Indemnity Claim and all damagesthen only to the extent of such prejudice. Upon receipt of such notice of a Seller Indemnity Claim, mechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes Purchaser shall have the right to assume the defense of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost such Seller Indemnity Claim using appropriate counsel 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 acts by Purchaser or Purchaser’s Consultants with respect choice subject to such Property during the Feasibility Period or otherwiseapproval of Seller which approval shall not be unreasonably withheld; provided, however, Purchaser shall obtain the prior written approval of Seller before entering into any settlement of such indemnity Seller Indemnity Claim that includes any non-monetary relief, admission of liability, remedies or obligations that would be applicable to Seller. With respect to any Seller Indemnity Claim subject to indemnification under this Agreement, Seller agrees to cooperate and cause its Related Parties to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Seller Indemnity Claim. Any exercise of such rights by Seller shall not cover relieve Purchaser of its obligations and liabilities under this Section 6.02 or any Loss other provision of this Agreement. Except as specifically provided for in this Agreement, Seller may not claim any Special Damages in respect of any breach or wrongful conduct (whether the claim therefor is based on contract, tort or duty imposed by law) in connection with, arising out of, or in any way related to the extent arising from Seller’s Indemnified Parties’ negligence Transactions contemplated, or willful misconduct relationship established, by this Agreement, or any preexisting latent physical act, omission or environmental conditions discovered by Purchaser event occurring in connection with its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition herewith or therewith, and takes reasonable steps to the fullest extent permitted by law, Seller, hereby waives, releases and agrees not to exacerbate ▇▇▇ upon any such condition. 3.4.2 Notwithstanding anything claim for Special Damages, whether or not accrued or whether or not known or suspected to exist in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’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 in 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 thereinfavor; provided, however, each Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of that the applicable Property (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) exclusions set forth in this paragraph above do not apply if 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 any such amounts are (i) actually incurred by Seller Indemnified Parties in connection with payment to a Phase I environmental study; and, provided, further, however, if third party. The obligations of Purchaser under this Section 6.02 shall survive both the Phase I Sale Date and the Transfer Date 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 life of the Feasibility Period. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by 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 sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($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 deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the PropertiesMortgage Loans.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 's Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property under this Contract during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ ' Representative’s 's prior written consent, which consent may be withheld in Sellers’ ' Representative’s sole 's 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 in such Sellers’ ' Representative’s '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 's interest therein; provided, however, each Seller hereby expressly consents to Purchaser's performance of . If Sellers' Representative disapproves such invasive testing requested by Purchaser and as 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), result Purchaser may terminate terminates this Contract pursuant to Section 3.2 prior 3.2, Purchaser shall be entitled to the expiration a refund of the Feasibility Periodentire Deposit, including the Non-Refundable Initial Deposit Component. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 ($1,000,000.00) 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) or commonwealth(s) in which the Properties are located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ ' Representative (in the form of a certificate of insurance) prior to Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any of the Properties.

Purchaser Indemnification. 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, mechanics’ mechanic’s liens, materialmenmaterialman’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 acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ RepresentativeSeller’s prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ RepresentativeSeller’s reasonable judgment 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; provided. Purchaser shall, howeverat Purchaser’s sole cost and expense and in accordance with all applicable environmental laws, each Seller hereby expressly consents to Purchaser's performance dispose of a Phase I environmental study of all hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser’s 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article 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 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 ($1,000,000.00) 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) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s or Purchaser’s Consultants’ entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, mechanics’ ' liens, materialmen’s '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 acts by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may shall not be withheld in Sellers’ Representative’s sole discretionunreasonably withheld, conditioned or delayed. If Purchaser desires to perform any invasive tests, Purchaser shall give prior written notice thereof to Seller, which notice shall be accompanied by a detailed description and plan of the invasive tests Purchaser desires to perform. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; provided. Purchaser shall, however, each Seller hereby expressly consents to at Purchaser's performance sole cost and expense, and in accordance with all applicable environmental laws, dispose of a Phase I environmental study of any hazardous materials which have been specifically removed from or at 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 therewithPurchaser or its agents, but only to the extent customarily performed representatives, employees or designees in connection with a Phase I Purchaser's 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 Periodstudies. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article 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 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 ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to the earlier to occur of (i) Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property, or (ii) the expiration of 5 days after the PropertiesEffective Date.

Purchaser Indemnification. 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s 's sole discretion), defend (with counsel reasonably 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, 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 acts matters performed by Purchaser or Purchaser’s Consultants with respect to such the Property during the Feasibility 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 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any the Property without Sellers’ Representative’s Seller's prior written consent, which consent may be withheld in Sellers’ Representative’s Seller's sole discretion. Further, Sellers’ Representative 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 such Sellers’ Representative’s Seller's reasonable judgment 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; 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 reasonable best efforts to minimize disruption to Tenants in connection with Purchaser’s 's or its Consultants’ ' activities pursuant to this Section. No consent by Sellers’ 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 substantially to the same condition existing immediately prior to Purchaser’s 's exercise of its rights pursuant to this Article III3. 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 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 (up to $3,000,000.002,000,000 of which can be obtained through an umbrella policy) for injury or death to more than one person and One Million Dollars ($1,000,000.00) 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) or commonwealth(s) state in which the Properties are Property is located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative Seller (in the form of a certificate of insurance) prior to Purchaser’s 's or Purchaser’s 's Consultants’ ' entry onto any the Property. The provisions of this Section 3.4 shall survive the termination of this Contract, and if not so terminated, the Closing and delivery of the PropertiesDeed 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